BJ's Restaurants Names New COO, CFO Departs

TL;DR

New COO at BJ's, CFO out. Shareholders vote on new stock plan.

AI Summary

BJ's Restaurants, Inc. announced on June 18, 2024, the appointment of Michael J. Murphy as Chief Operating Officer, effective June 24, 2024. Murphy previously served as Senior Vice President of Operations. The company also announced the departure of Kevin M. Toomey as Senior Vice President, Chief Financial Officer, and Treasurer, effective June 21, 2024. Additionally, the company is seeking shareholder approval for its 2024 Equity Incentive Plan.

Why It Matters

This filing indicates a significant leadership change in operations and finance, which could impact the company's strategic direction and financial performance. Shareholder approval of the equity plan is also a key governance event.

Risk Assessment

Risk Level: medium — Leadership changes and the need for shareholder approval on compensation plans introduce a moderate level of uncertainty.

Key Players & Entities

• BJ's Restaurants, Inc. (company) — Registrant
• Michael J. Murphy (person) — Appointed Chief Operating Officer
• Kevin M. Toomey (person) — Departing Senior Vice President, Chief Financial Officer, and Treasurer
• June 18, 2024 (date) — Date of Report
• June 24, 2024 (date) — Effective date for new COO
• June 21, 2024 (date) — Effective date for departing CFO
• 2024 Equity Incentive Plan (plan) — Subject to shareholder approval

FAQ

Key Financial Figures

• $75,000 — directors: an annual cash retainer of $75,000, payable in quarterly installments; a
• $12,500 — tallments; an annual cash retainer of $12,500, $10,000 and $10,000, respectively, for
• $10,000 — ; an annual cash retainer of $12,500, $10,000 and $10,000, respectively, for the non-
• $25,000 — tallments; an annual cash retainer of $25,000, $20,000 and $20,000, respectively, for
• $20,000 — ; an annual cash retainer of $25,000, $20,000 and $20,000, respectively, for the chai
• $55,000 — an additional annual cash retainer of $55,000 to any non-employee Chair of the Board,
• $125,000 — n annual restricted stock unit award of $125,000, in fair market value on the date of gr
• $60,000 — l annual restricted stock unit award of $60,000 to any non-employee Chair of the Board,

Filing Documents

• f8k_062024.htm (8-K) — 33KB
• exh_101.htm (EX-10.1) — 122KB
• 0001171843-24-003562.txt ( ) — 358KB
• bjri-20240618.xsd (EX-101.SCH) — 3KB
• bjri-20240618_lab.xml (EX-101.LAB) — 33KB
• bjri-20240618_pre.xml (EX-101.PRE) — 22KB
• f8k_062024_htm.xml (XML) — 4KB

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Effective June 18, 2024, each of Peter A. Bassi, Larry D. Bouts and Gerald W. Deitchle retired from the Board of Directors. (e) The Board of Directors, upon the recommendation of the Compensation Committee and its compensation consultant, approved the following amended compensation for non-employee directors: an annual cash retainer of $75,000, payable in quarterly installments; an annual cash retainer of $12,500, $10,000 and $10,000, respectively, for the non-chair members of the Audit Committee, Compensation Committee and Governance and Nominating Committee, payable in quarterly installments; an annual cash retainer of $25,000, $20,000 and $20,000, respectively, for the chairs of the Audit Committee, Compensation Committee, and Governance and Nominating Committee, payable in quarterly installments; an additional annual cash retainer of $55,000 to any non-employee Chair of the Board, payable in quarterly installments; an annual restricted stock unit award of $125,000, in fair market value on the date of grant, which vests one year from the date of grant; and an additional annual restricted stock unit award of $60,000 to any non-employee Chair of the Board, in fair market value on the date of grant, which vests one year from the date of grant.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On June 18, 2024, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) ratification and approval of the BJ's Restaurants, Inc. 2024 Equity Incentive Plan, (iii) approval, on an advisory and non-binding basis, of the compensation of named executive officers, and (iv) ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2024. Election of Directors . Each of the following nine nominees for director was elected to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified. Name For Withhold Broker Non-Votes Bina Chaurasia 20,066,216 420,518 2,036,910 James A. Dal Pozzo 15,530,286 4,948,890 2,044,468 Noah A. Elbogen 19,836,605 650,129 2,036,910 Gregory S. Levin 20,046,591 436,961 2,040,092 Lea Anne S. Ottinger 19,554,089 925,087 2,044,468 C. Bradford Richmond 20,377,765 108,969 2,036,910 Julius W. Robinson, Jr. 20,125,978 360,756 2,036,910 Janet M. Sherlock 20,115,801 370,933 2,036,910 Gregory A. Trojan 16,508,689 3,974,863 2,040,092 The Board set the composition of the standing Board committees as follows: Director Audit Committee Compensation Committee Governance and Nominating Committee Board of Directors Bina Chaurasia Chair X X James A. Dal Pozzo Chair X X Noah A. Elbogen X X Gregory S. Levin X Lea Anne S. Ottinger X X Chair C. Bradford Richmond X X X Julius W. Robinson, Jr. X X X Janet M. Sherlock X Chair X Gregory A. Trojan X Ratification and Approval of BJ's Restaurants, Inc. 2024 Equity Incentive Plan . The shareholders also ratified and approved the BJ's Restaurants, Inc. 2024 Equity Incentive Plan. The following votes were cast on the proposal to ratify and approve: 18,999,682 For

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 BJ's Restaurants, Inc. 2024 Equity Incentive Plan 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. June 21, 2024 BJ'S RESTAURANTS, INC. (Registrant) By: /s/ GREGORY S. LEVIN Gregory S. Levin, Chief Executive Officer, President and Director (Principal Executive Officer)

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View this 8-K filing on SEC EDGAR