8-K
BJs RESTAURANTS INC (BJRI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2022
BJ'S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| California | 0-21423 | 33-0485615 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7755 Center Avenue, Suite 300 | ||
| --- | --- | |
| Huntington Beach, California | 92647 | |
| (Address of principal executive offices) | (Zip Code) |
(714) 500-2400
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading <br>Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, No Par Value | BJRI | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective January 28, 2022, Julius W. Robinson, Jr. was appointed to serve as a member of the Board of Directors of BJ's Restaurants, Inc. (the “Company”). Mr. Robinson will serve as a member of the Compensation Committee of the Board.
There is no understanding or arrangement between Mr. Robinson and any other person pursuant to which Mr. Robinson was appointed.
In connection with his service as a member of the Board, Mr. Robinson will receive compensation as a non-employee director of the Board in accordance with the terms described in Item 1.01(a) on Form 8-K/A filed with the Securities and Exchange Commission on January 5, 2022, which is incorporated herein by this reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the appointment of Mr. Robinson to the Board of Directors described in Item 5.02(d) above, the number of authorized directors was increased from twelve to thirteen pursuant to Article III, Section 2 of the Company's Bylaws.
Item 8.01. Other Events. On January 31, 2022, the Company issued a press release, which announced that Mr. Robinson has been appointed to the Board. A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated January 31, 2022 |
| 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.
| BJ'S RESTAURANTS, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: January 31, 2022 | By: | /s/ GREGORY S. LEVIN |
| Gregory S. Levin | ||
| Chief Executive Officer & President |
EdgarFiling EXHIBIT 99.1
BJ’s Restaurants, Inc. Appoints Julius W. Robinson, Jr. to its Board of Directors
HUNTINGTON BEACH, Calif., Jan. 31, 2022 (GLOBE NEWSWIRE) -- BJ’s Restaurants, Inc. (NASDAQ: BJRI) today announced the appointment of Mr. Julius W. Robinson, Jr. to the Company’s Board of Directors as an independent director, effective January 28, 2022. Additionally, Mr. Robinson will serve as a member of the Compensation Committee of the Board. The appointment of Mr. Robinson brings the total number of the Company’s board members to thirteen.
Mr. Robinson currently serves as the Chief Sales & Marketing Officer for the United States and Canada at Marriott International, Inc. (“Marriott”) (NASDAQ: MAR). Marriott is based in Bethesda, Maryland, USA, and encompasses a portfolio of nearly 8,000 properties under 30 leading brands spanning 139 countries and territories. Marriott operates and franchises hotels and licenses vacation ownership resorts all around the world. Mr. Robinson is responsible for top line sales and leads the disciplines of Sales, Distribution, Field Marketing, Loyalty, Revenue Strategy, and Public Relations and Crisis Communications for Marriott’s largest division. Mr. Robinson’s experience in the hospitality industry spans nearly three decades with Marriott. His senior leadership roles include Senior Vice President and Global Brand Leader for Marriott Hotels and Sheraton Hotels, and he has held the position of Global Brand Leader for Autograph Collection Hotels and Tribute Portfolio, which represent Marriott’s foray into independent and boutique hotels. Mr. Robinson also previously served as Vice President of Global Sales, Vice President of Brand Franchising, and Regional Vice President of Revenue Management for the Eastern United States.
“I am pleased to welcome Julius to BJ’s Board of Directors,” said Greg Levin, Chief Executive Officer & President. “Julius’s wealth of knowledge and experience in the hospitality industry, coupled with his marketing and sales expertise, will be invaluable as we continue building a national brand that delivers a higher quality, more differentiated casual dining experience for our guests. We look forward to leveraging Julius’s national multi-unit brand experience and are certain that he will be a valuable asset to our Board and Company.”
About BJ’s Restaurants, Inc. BJ’s Restaurants, Inc. (“BJ’s”) is a national brand with brewhouse roots where craft matters. BJ’s broad menu has something for everyone: slow-roasted entrees, like prime rib, BJ’s EnLIGHTened Entrees® including Cherry Chipotle Glazed Salmon, signature deep dish pizza and the often imitated, but never replicated world-famous Pizookie® dessert. BJ’s has been a pioneer in the craft brewing world since 1996, and takes pride in serving BJ’s award-winning proprietary handcrafted beers, brewed at its brewing operations in five states and by independent third party craft brewers. The BJ’s experience offers high-quality ingredients, bold flavors, moderate prices, sincere service and a cool, contemporary atmosphere. Founded in 1978, BJ’s owns and operates 211 casual dining restaurants in 29 states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Indiana, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Virginia and Washington. All restaurants offer dine-in, take-out, delivery and large party catering. For more BJ’s information, visit http://www.bjsrestaurants.com.
For further information, please contact Tom Houdek of BJ’s Restaurants, Inc. at (714) 500-2400 or JCIR at (212) 835-8500 or at bjri@jcir.com.