UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): June 6, 2018
BJ'S RESTAURANTS, INC.
(Exact Name of Registrant as Specified in Charter)
| California | 0-21423 | 33-0485615 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 7755 Center Avenue, Suite 300, Huntington Beach, CA 92647 |
| (Address of Principal Executive Offices) (Zip Code) |
(714) 500-2400
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2018, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) approval, on an advisory and non-binding basis, of the compensation of named executive officers; and (iii) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2018. Election of Directors. Gregory A. Trojan, Gerald W. Deitchle, Peter A. Bassi, Larry D. Bouts, James A. Dal Pozzo, Noah A. Elbogen, Lea Anne S. Ottinger, and Patrick D. Walsh were nominated and elected at the meeting. The following votes were cast for each of the nominees: There were 2,436,887 broker non-votes with respect to the election of directors. Advisory Vote on Executive Compensation. In addition, the shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The following votes were cast on the compensation of named executive officers: 15,724,937 For; 149,689 Against; 21,139 Abstain. There were 2,436,887 broker non-votes. Ratification of Accountants. Finally, the shareholders approved the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2018 fiscal year. The following votes were cast on the ratification: 18,208,696 For; 101,751 Against; 22,205 Abstain. There were no broker non-votes. A copy of the press release announcing the vote results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Name For Withhold Gregory A. Trojan 15,397,790 497,975 Gerald W. Deitchle 15,205,076 690,689 Peter A. Bassi 12,729,569 3,166,196 Larry D. Bouts 15,353,206 542,559 James A. Dal Pozzo 13,123,102 2,772,663 Noah A. Elbogen 15,450,779 444,986 Lea Anne S. Ottinger 15,620,809 274,956 Patrick D. Walsh 9,908,759 5,987,006
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BJ'S RESTAURANTS, INC. | ||
| Date: June 7, 2018 | By: | /s/ GREGORY A. TROJAN |
| Gregory A. Trojan | ||
| Chief Executive Officer and Director (Principal Executive Officer) | ||
| By: | /s/ GREGORY S. LEVIN | |
| Gregory S. Levin President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | ||