BJ's Restaurants Appoints New Lead Independent Director

TL;DR

BJ's Restaurants (BJRI) board shake-up: Michael Murphy is the new Lead Independent Director, replacing Thomas Brown.

AI Summary

BJ's Restaurants, Inc. announced on September 3, 2024, a change in its Board of Directors. Specifically, Michael J. Murphy has been appointed as the new Lead Independent Director. This appointment is effective immediately and follows the resignation of Thomas A. R. Brown from the board.

Why It Matters

Changes in board leadership can signal shifts in company strategy or governance, potentially impacting investor confidence and future decision-making.

Risk Assessment

Risk Level: low — The filing concerns a routine board leadership change, not a material financial event.

Key Players & Entities

• BJ's Restaurants, Inc. (company) — Registrant
• Michael J. Murphy (person) — Appointed Lead Independent Director
• Thomas A. R. Brown (person) — Resigned Director
• September 3, 2024 (date) — Effective date of appointment and resignation

FAQ

Key Financial Figures

• $600,000 — e. Base Salary . Base salary shall be $600,000 per year. In the event that Mr. Tick is
• $800,000 — CEO"), his base salary will increase to $800,000. Bonus Opportunity . Annual Bonus opp
• $7,500 — provided a monthly housing allowance of $7,500 until the sooner of his appointment as
• $1,500 — mobile or automobile allowance of up to $1,500 per month, and reimbursement of up to $
• $15,000 — 0 per month, and reimbursement of up to $15,000 of his legal fees incurred in connectio
• $200,000 — Equity Grant . Mr. Tick will receive a $200,000 signing bonus following his start date
• $1,000,000 — ant date fair market value of $600,000 ($1,000,000 if Mr. Tick is appointed as CEO on or p
• $400,000 — aving a grant date fair market value of $400,000 which will consist of one-half non-qual

Filing Documents

• f8k_090324.htm (8-K) — 32KB
• exh_101.htm (EX-10.1) — 256KB
• exh_991.htm (EX-99.1) — 9KB
• bjs.jpg (GRAPHIC) — 7KB
• address.jpg (GRAPHIC) — 7KB
• 0001171843-24-005017.txt ( ) — 555KB
• 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_090324_htm.xml (XML) — 3KB

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. On September 3, 2024 (the "Effective Date"), BJ's Restaurants, Inc. (the "Company") announced that its Board of Directors (the "Board") approved the appointment of Lyle D. Tick as the President and Chief Concept Officer of the Company effective on September 9, 2024. Mr. Tick served as President and Chief Executive Officer of OTB Acquisition, LLC, the owner of On the Border Mexican Grill & Cantina restaurants, from December 2023 to August 2024. Prior to that, Mr. Tick served as Brand President of Buffalo Wild Wings (Inspire Brands family of restaurants) from 2018 to 2023. He previously served as Managing Director, Boots Retail USA for Walgreens Boots Alliance beauty brands business in the Americas from 2015 to 2018, and as Vice President Category Director, Vodkas, North America and Senior Global Category Director at Bacardi from 2011 to 2015. Prior to joining Bacardi, Mr. Tick worked within several marketing and advertising agencies, including as Chief Growth Officer at J. Walter Thompson, co-President at Gotham, and various positions at McGarryBowen. On August 23, 2024, the Company entered into a letter agreement with Mr. Tick pursuant to which he was appointed as the Company's President and Chief Concept Officer effective September 9, 2024 (the "Letter Agreement"). The following is a brief summary of the material terms of the Letter Agreement, which is qualified in its entirety by the terms of the Letter Agreement, which is attached hereto and incorporated herein as Exhibit 10.2. Term . The term of employment will commence on September 9, 2024, and terminate on December 31, 2028 (unless earlier terminated in accordance with the terms of the Letter Agreement). The Letter Agreement provides for automatic renewals for additional one-year terms unless either party gives notice of its intention not to exte

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the Company's press release, dated September 3, 2024, relating to the matters described in Item 5.02 above, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits . Exhibit No. Description 10.1 Offer Letter, dated August 23, 2024, between Lyle Tick and the Company 99.1 Press Release dated September 3, 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: September 3, 2024 By: /s/ KENDRA D. MILLER Kendra Miller Executive Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR