BJ's Restaurants Proxy: Director Elections & Equity Plan

Ticker: BJRI · Form: DEF 14A · Filed: Apr 30, 2024 · CIK: 1013488

Sentiment: neutral

Topics: proxy-statement, governance, equity-incentive-plan

Related Tickers: BJRI

TL;DR

BJ's proxy out: vote on directors & 2024 equity plan. See page 6 for nominees.

AI Summary

BJ's Restaurants, Inc. filed a DEF 14A proxy statement detailing the upcoming annual meeting. Key proposals include the election of directors, with nominees listed on page 6, and the ratification of the 2024 Equity Incentive Plan. The filing also outlines corporate governance practices, director compensation, and the company's commitment to sustainability and human capital management.

Why It Matters

This filing is crucial for shareholders as it outlines the proposals they will vote on, including director elections and the company's incentive plans, directly impacting corporate governance and future executive compensation.

Risk Assessment

Risk Level: low — This is a standard DEF 14A filing for an annual meeting, outlining routine corporate governance matters and proposals.

Key Players & Entities

FAQ

Who are the director nominees for BJ's Restaurants, Inc.?

The director nominees are listed on page 6 of the proxy statement.

What is Proposal No. 2 in this filing?

Proposal No. 2 is the ratification and approval of the 2024 Equity Incentive Plan.

Where can shareholders find information on director independence?

Information on the determination of director independence can be found on page 13 of the proxy statement.

What is the company's stance on sustainability?

The filing includes a section on 'Commitment to Sustainability and Environmental Stewardship' on page 21.

How are shareholder communications handled?

Shareholder communications are discussed on page 16 of the proxy statement.

Filing Stats: 4,695 words · 19 min read · ~16 pages · Grade level 16.3 · Accepted 2024-04-30 09:31:21

Key Financial Figures

Filing Documents

From the Filing

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 BJ'S RESTAURANTS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. Fee paid previously with preliminary materials. Table of Contents Table of Contents TABLE OF CONTENTS Information Concerning Solicitation of Proxies and Voting 1 Solicitation and Revocation of Proxies 1 Householding of Annual Meeting Materials 3 Shareholder Voting Rights 3 Proposal No. 1: Election of Directors 4 Director Nomination Process 4 Director Nominees 6 Corporate Governance 13 Determination of Director Independence 13 Majority Voting Policy 13 Board Meetings and Board Committees 13 Audit Committee 14 Compensation Committee 15 Governance and Nominating Committee 15 Corporate Governance Materials Available on Company Website 15 Shareholder Communications 16 Board Involvement in Risk Oversight 16 Board Leadership Structure and Lead Independent Director 17 Succession Planning 17 Director Compensation 17 Stock Ownership Guidelines 20 Commitment to Sustainability and Environmental Stewardship 21 Human Capital Management and Social Responsibility 22 Report of the Audit Committee 25 Proposal No. 2: Ratification and Approval of Our 2024 Equity Incentive Plan 26 General 26 Reasons for Adopting the 2024 Equity Incentive Plan 26 Summary of 2024 Equity Incentive Plan 29 Vote Required 36 Proposal No. 3: Advisory Resolution on Compensation of Named Executive Officers 37 Proposal No. 4: Ratification of Appointment of Independent Auditor 39 Fees Billed by Auditors 39 Pre-Approval Policies and Procedures 40 Stock Ownership of Certain Beneficial Owners and Management 41 Compensation Discussion and Analysis 44 Financial and Operating Overview 44 Overview of Compensation for Fiscal 2023 45 2024 Compensation Program Changes 46 Compensation Philosophy and Program 46 Alignment with Shareholder Interests 47 Compensation Practices and Risk 47 Role of the Compensation Committee 48 Role of Executive Officers in Compensation Decisions 48 Consideration of Say on Pay Advisory Vote 49 Determining Executive Compensation 49 Elements of Executive Compensation 51 Determination of 2023 Executive Compensation 51 Equity Grant Timing Practices 55 Compensation of Chief Executive Officer 56 Compensation Program Governance Policies 58 Compensation Committee Interlocks and Insider Participation 59 Compensation Committee Report 60 Summary Compensation Table 60 Grants of Plan-Based Awards 61 Outstanding Equity Awards at Fiscal Year-End 63 Option Exercises and Stock Vested During Last Fiscal Year 64 Non-Qualified Deferred Compensation 64 Potential Payments upon Termination or Change in Control 65 Pay Ratio Disclosure 67 Pay versus Performance 68 Certain Relationships and Related Party Transactions 73 Procedures for Approval of Related Party Transactions 73 Delinquent Section 16(A) Reports 74 Shareholder Proposals for 2025 Annual Meeting 74 Annual Report 75 Other Matters 75 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 18, 2024 75 Table of Contents BJ'S RESTAURANTS, INC. 7755 Center Avenue, Suite 300 Huntington Beach, California 92647 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held June 18, 2024 Dear Shareholders: You are cordially invited to attend the BJ's Restaurants, Inc. Annual Meeting of Shareholders on Tuesday, June 18, 2024, at 9:00 a.m. (Pacific Daylight Time). The meeting will be held at the Restaurant Support Center of BJ's Restaurants, Inc., 7755 Center Avenue, 4th Floor, Huntington Beach, California 92647. We are holding the meeting to: (1) Elect nine members of our Board of Directors to serve until our next Annual Meeting of Shareholders and until their successors are elected and qualified; (2) Ratify and approve the BJ's Restaurants, Inc. 2024 Equity Incentive Plan; (3) Approve, on an advisory and non-binding basis, the compensation of our Named Executive Officers; (4) Ratify the appointment of KPMG LLP as our independent registered pub

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