BJ's Restaurants Reports Material Agreement, Officer Changes

TL;DR

**BJ's Restaurants just dropped an 8-K about a new material agreement and officer changes, but the details aren't in this snippet.**

AI Summary

BJ's Restaurants, Inc. filed an 8-K on February 28, 2024, reporting events that occurred on February 27, 2024. The filing indicates the company entered into a material definitive agreement and disclosed information regarding the departure or election of certain officers, along with their compensatory arrangements. Specific details about the agreement, the individuals involved, or financial terms are not provided in this initial filing snippet.

Why It Matters

Material agreements can significantly impact a company's operations or financial health, while changes in leadership and compensation arrangements signal strategic shifts or personnel adjustments that affect future direction.

Risk Assessment

Risk Level: medium — Without specific details on the material agreement or the nature of officer changes, the potential impact on the company's future performance remains uncertain.

Key Players & Entities

• BJ'S RESTAURANTS, INC. (company) — registrant
• California (location) — state of incorporation
• 0-21423 (identifier) — Commission File Number
• 33-0485615 (identifier) — IRS Employer Identification No.
• Huntington Beach (location) — business address city

FAQ

Key Financial Figures

• $75,000 — that such reimbursement will not exceed $75,000 in the aggregate. The foregoing descr

Filing Documents

• f8k_022824.htm (8-K) — 28KB
• exh_101.htm (EX-10.1) — 88KB
• exh_991.htm (EX-99.1) — 6KB
• 0001171843-24-001031.txt ( ) — 346KB
• gnw-20190101.xsd (EX-101.SCH) — 3KB
• gnw-20190101_def.xml (EX-101.DEF) — 25KB
• gnw-20190101_lab.xml (EX-101.LAB) — 33KB
• gnw-20190101_pre.xml (EX-101.PRE) — 22KB
• f8k_022824_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 28, 2024, BJ's Restaurants, Inc., a California corporation (the " Company "), announced its entry into a cooperation agreement (the " Cooperation Agreement ") with Fund 1 Investments, LLC (with its affiliates, " Fund "). The Company and Fund are each herein referred to as a "party" and collectively, the "parties." Pursuant to the Cooperation Agreement, the board of directors (the " Board ") of the Company (i) increased the size of the Board to twelve (12) directors and appointed C. Bradford Richmond (the " New Director ") to serve on the Board with a term expiring at the 2024 annual meeting of shareholders (the " 2024 Annual Meeting "), and (ii) agreed to nominate, support and recommend the New Director for election at the 2024 Annual Meeting. The Cooperation Agreement further provides, among other things, that: the Board will form, as promptly as practicable, a Shareholder Value Initiatives Committee of the Board, which shall be responsible for reviewing opportunities to enhance shareholder value, and appoint the New Director to such committee, along with three additional members to be selected by the Board; until the Termination Date (as defined below) and as long as Fund's aggregate net long ownership remains at or above the lesser of (i) 1,161,849 shares of common stock (subject to adjustment for stock splits, reclassifications, combinations and recapitalizations) and (ii) five (5%) of the outstanding shares of the Company's common stock, no par value (the " Common Stock "), in the event that the New Director ceases to be a director of the Company for any reason, the Company and Fund will cooperate in good faith to select, and the Company will appoint, as promptly as practicable, a Qualified Candidate mutually agreeable to the Company and Fund, to serve as a director of the Company for the remainder of the New Director's term. A Qualified Candidate means an individual who (i) qualifies as

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On February 27, 2024, the Board increased the size of the Board to twelve (12) directors and appointed C. Bradford Richmond to the Board with a term expiring at the 2024 Annual Meeting. C. Bradford Richmond, 65, brings to the Board extensive capital allocation and restaurant operations experience. Mr. Bradford is a Certified Public Accountant with over 40 years of experience in the restaurant industry, contributing to the operations and strategic planning of restaurant chains. From 2006 to 2015, Mr. Richmond served as Chief Financial Officer of Darden Restaurants, Inc. (NYSE: DRI) ("Darden"), a restaurant company featuring a portfolio of differentiated brands that include Olive Garden, LongHorn Steakhouse, Yard House, Ruth's Chris Steak House, Cheddar's Scratch Kitchen, The Capital Grille, Seasons 52, Eddie V's and Bahama Breeze. From 2005 to 2006, Mr. Richmond served as Corporate Controller of Darden. Mr. Richmond previously held executive-level finance and strategic planning roles at Red Lobster and Olive Garden. He also served as a senior auditor at Price Waterhouse & Cooper. Mr. Richmond currently serves on the boards of Coast Entertainment Holdings Limited (ASX: CEH) and Qualfon, Inc. Except for the arrangements disclosed herein, there is no arrangement or understanding between the Company and Mr. Richmond pursuant to which he was appointed to the Board, and there have been no related party transactions between the Company and Mr. Richmond that would be reportable under Item 404(a) of Regulation S-K. Mr. Richmond will receive compensation consistent with the Company's compensation program for non-employee directors, as described in the Company's latest proxy statement, filed with the U.S. Securities and Exchange Commission on April 28, 2023. The disclosure set forth in Item 1.01 above is hereby

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the press release announcing the Company's entry into the Cooperation Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Cooperation Agreement, dated February 27, 2024, between BJ's Restaurants, Inc., and Fund 1 Investments, LLC 99.1 Press Release, dated February 28, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. (Registrant) Date: February 28, 2024 By: /s/ GREGORY S. LEVIN Gregory S. Levin Chief Executive Officer, President and Director

View Full Filing

View this 8-K filing on SEC EDGAR