BJs RESTAURANTS INC 8-K/A, filed Jan 5, 2022
BJs RESTAURANTS INC (BJRI)
About this 8-K/A
BJs RESTAURANTS INC filed this 8-K/A on January 5, 2022, reporting on events of December 30, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
Item 1.01 Entry into a Material Definitive Agreement.
(a)
Gregory A. Trojan Consulting Agreement
As previously announced, effective September 1, 2021, Gregory A. Trojan retired as Chief Executive Officer of BJ's Restaurants, Inc. (the “Company”). Pursuant to the terms of his employment agreement, he remained an employee through December 31, 2021. Effective January 1, 2022, the Company entered into a Consulting Agreement with Mr. Trojan pursuant to which, in addition to any non-employee director fees to which he is entitled as a non-employee director, he will receive a consulting fee of $1,000 per month for consulting services as may be mutually agreed. In the event that such services are expected to exceed more than four hours per month, an appropriate daily fee will be negotiated. The Company also agreed to provide Mr. Trojan and his spouse with continued group health insurance coverage (or continuation coverage under COBRA) until the termination of the Consulting Agreement or, other than in the case of his voluntary resignation from the Board or his termination of the Consulting Agreement, until Mr. Trojan's sixty-fifth birthday (May 2024).
The Consulting Agreement shall remain in effect until the earlier of (i) voluntary resignation by Mr. Trojan as a member of the Board of Director’s, (ii) thirty (30) days following delivery of notice of termination by Mr. Trojan or by the Company, (iii) immediately upon Mr. Trojan’s death or disability, or (iv) January 31, 2024; provided, however, that unless otherwise consented by Mr. Trojan in writing, the Company will not terminate pursuant to clause (ii) above prior to January 31, 2024.
Finally, with respect to any outstanding options granted to Mr. Trojan prior to September 1, 2021, the Company (i) extended the exercise period of such options to the end of the term of such options (i.e. 10 years following the grant date), and (ii) agreed to accelerate vesting of such options in full in the event of Mr. Trojan's death or disability.
Change in Director Compensation
In the fourth quarter of 2021, the Compensation Committee of the Board of Directors conducted its periodic review of non-employee director compensation. Effective January 1, 2022, 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 $65,000, payable in quarterly installments; |
| · | an annual cash retainer of $10,000 for the non-chair members of the Audit Committee, $8,500 for the non-chair members of the Compensation Committee, and $6,500 for the non-chair members of the Governance and Nominating Committee, payable in quarterly installments; |
| · | an annual cash retainer of $20,000, $14,000 and $12,000, 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 $25,000 to our Lead Independent Director, payable in quarterly installments; |
| · | an additional annual cash retainer of $75,000 to any non-employee Chairman of the Board, payable in quarterly installments; |
| · | an annual restricted stock unit award of $110,000, in fair market value on the date of grant, which vests one year from the date of grant. |
Gerald W. Deitchle Consulting Agreement
Effective January 1, 2022, the Company’s consulting agreement with Gerald W. Deitchle was terminated.
Item 9.01 Exhibits.
| Exhibit No. | Description |
| 10.1 | Consulting Agreement, dated January 1, 2022, between the Company and Gregory A. Trojan (previously filed) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| January 5, 2022 | BJ’S RESTAURANTS, INC. (Registrant) | |
| By: | /s/ GREGORY S. LEVIN | |
| Gregory S. Levin, | ||
| Chief Executive Officer and President | ||
| By: | /s/ THOMAS A. HOUDEK | |
| Thomas A. Houdek, | ||
| Senior Vice President and Chief Financial Officer | ||