Cheesecake Factory Inc 8-K, filed Jun 2, 2021
Cheesecake Factory Inc (CAKE)
About this 8-K
Cheesecake Factory Inc filed this 8-K on June 2, 2021, reporting on events of May 26, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On June 1, 2021, The Cheesecake Factory Incorporated (the “Company”) entered into the Second Amendment (the “Amendment”) to Membership Interest Purchase Agreement (the “MIPA”) with The Cheesecake Factory Restaurants, Inc., SWF Posse LLC, and Fox Restaurant Concepts LLC (“FRC”). Under the terms of the MIPA, the Company acquired North Italia and FRC, the terms of which provided for contingent consideration based upon the Aggregate TTM Sales (as defined in the MIPA) of the FRC brands apart from North Italia and Flower Child over a five-year measurement period ending October 1, 2024. The Amendment, among other things, amends the measurement period so that the contingent consideration will be based on Recorded Sales (as defined in the Amendment) and may be paid for each of the six fiscal years of 2021 through 2026, provided that an Aggregate TTM 4-wall Margin Floor, which was also amended pursuant to the Amendment, is achieved.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Results of the 2021 Annual Stockholders’ Meeting.
The final results of the vote taken for each proposal presented at the annual meeting of stockholders held on May 27, 2021 are as follows:
Proposal 1: Election of Directors.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| David Overton | 43,015,750 | 975,969 | 27,129 | 5,990,111 | ||||||||||||
| Edie A. Ames | 43,402,531 | 577,404 | 38,913 | 5,990,111 | ||||||||||||
| Alexander L. Cappello | 42,888,309 | 1,090,599 | 39,940 | 5,990,111 | ||||||||||||
| Jerome I. Kransdorf | 37,251,377 | 6,738,682 | 28,789 | 5,990,111 | ||||||||||||
| Janice L. Meyer | 43,762,638 | 217,023 | 39,187 | 5,990,111 | ||||||||||||
| Laurence B. Mindel | 43,081,204 | 897,557 | 40,087 | 5,990,111 | ||||||||||||
| David B. Pittaway | 43,377,941 | 612,198 | 28,709 | 5,990,111 | ||||||||||||
| Herbert Simon | 43,084,120 | 905,502 | 29,226 | 5,990,111 | ||||||||||||
| Paul D. Ginsberg* | 9,603,456 | 0 | 0 | 0 | ||||||||||||
| * | As disclosed in the Company's proxy statement, Mr. Ginsberg is subject to election only by the holder of Series A preferred stock. Accordingly, the votes reported for Mr. Ginsburg include only votes cast by the holder of Series A preferred stock. |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2021.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 49,915,288 | 59,175 | 34,496 | 0 | |||||||||||
Proposal 3: Non-Binding Advisory Vote on Executive Compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 42,603,058 | 1,364,094 | 51,696 | 5,990,111 | |||||||||||
Proposal 4: Approval, Pursuant to Nasdaq Listing Rule 5635, of the Issuance of Shares of Common Stock in Excess of the Ownership Limitation upon Conversion of the Outstanding Shares of Series A Preferred Stock.**
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 34,051,556 | 331,456 | 32,380 | 5,990,111 | |||||||||||
| ** | As disclosed in the Company's proxy statement, the holder of the Series A preferred stock is not entitled to vote on Proposal No. 4. Accordingly, the total reported for Proposal No. 4 does not include any votes cast by the holder of Series A preferred stock. |
| ITEM 7.01 | REGULATION FD DISCLOSURE |
The following information under Item 7.01 “Regulation FD Disclosure” is intended to be furnished. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
In a Press Release dated May 26, 2021, the Company announced that it will present at the following virtual investor conferences:
| · | William Blair 41st Annual Growth Stock Conference on June 2, 2021 at 11:40 a.m. Eastern Time | |
| · | Baird 2021 Global Consumer, Technology & Services Conference on June 8, 2021 at 11:25 a.m. Eastern Time. |
David Gordon, President, and Matthew Clark, Executive Vice President and Chief Financial Officer, will present on behalf of the Company.
The presentations will be webcast on the Company’s website at investors.thecheesecakefactory.com. Replays will be available for seven days following the live presentation. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In a press release dated June 2, 2021, a copy of which is furnished as Exhibit 99.2 to this report, the Company provided a business update as of May 31, 2021 in advance of the Company’s participation at the upcoming investor conferences.
The Company has previously furnished press releases regarding investor conference participation on current reports on Form 8-K but does not intend to furnish press releases or otherwise disclose conference participation on current reports on Form 8-K going forward.
| ITEM 8.01 | OTHER EVENTS |
Election of Lead Director
Mr. Jerome Kransdorf’s term as Lead Director of the Board was scheduled to expire at the 2021 annual meeting of stockholders. On May 26, 2021, subject to his re-election as a director by the Company’s stockholders at the 2021 annual meeting of stockholders, the independent directors of the Company re-elected Mr. Kransdorf as Lead Director of the Board, to serve in that capacity until the 2022 annual meeting of stockholders or his successor has been elected.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| 99.1 | Press release dated May 26, 2021 entitled “The Cheesecake Factory to Present at Upcoming Virtual Investor Conferences.” |
| 99.2 | Press release dated June 2, 2021 entitled “The Cheesecake Factory Provides Business Update.” |
| 104.1 | 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.
| Date: June 2, 2021 | THE CHEESECAKE FACTORY INCORPORATED | |
| By: | /s/ Matthew E. Clark | |
| Matthew E. Clark | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
PRESS RELEASE
| FOR IMMEDIATE RELEASE | Contact: Stacy Feit |
| (818) 871-3000 | |
| investorrelations@thecheesecakefactory.com |
THE CHEESECAKE FACTORY PROVIDES BUSINESS UPDATE
Calabasas Hills, Calif., – June 2, 2021 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) today provided a business update in advance of the Company’s participation at two upcoming investor conferences. Fiscal 2021 second quarter-to-date through May 31st comparable sales for The Cheesecake Factory restaurants increased approximately 196% year-over-year and 7% relative to the same period in fiscal 2019, supported by approximately one-third off-premise sales mix. Based on average weekly sales quarter-to-date of approximately $226,500 this equates to approximately $11.8 million on average, per unit on an annualized basis.
As of today, nearly all of the Company’s restaurants across its concepts, including 206 Cheesecake Factory locations, are operating with reopened indoor dining rooms with limited capacity in accordance with local mandates and social distancing protocols. On average, Cheesecake Factory restaurants with reopened dining rooms are operating at approximately 70% indoor capacity and approximately 75% total on-premise capacity including patios. One Cheesecake Factory location is operating an off-premise only model and two locations across the Company’s concepts are currently closed with plans to reopen next week. One new Flower Child location opened in Atlanta last month.
About The Cheesecake Factory Incorporated
The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly focused on hospitality. Delicious, memorable experiences created by passionate people – this defines who we are and where we are going. We currently own and operate 299 restaurants throughout the United States and Canada under brands including The Cheesecake Factory®, North Italia® and a collection within our Fox Restaurant Concepts business. Internationally, 28 The Cheesecake Factory® restaurants operate under licensing agreements. Our bakery division operates two facilities that produce quality cheesecakes and other baked products for our restaurants, international licensees and third-party bakery customers. In 2021, we were named to the FORTUNE Magazine “100 Best Companies to Work For®” list for the eighth consecutive year. To learn more, visit www.thecheesecakefactory.com, www.northitalia.com and www.foxrc.com.
From FORTUNE. ©2021 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limited and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee.
The Cheesecake Factory Incorporated
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
Exhibit 99.2
PRESS RELEASE
| FOR IMMEDIATE RELEASE | Contact: Stacy Feit |
| (818) 871-3000 | |
| investorrelations@thecheesecakefactory.com |
THE CHEESECAKE FACTORY TO PRESENT AT UPCOMING
VIRTUAL INVESTOR CONFERENCES
Calabasas Hills, Calif., – May 26, 2021 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced that David Gordon, President, and Matthew Clark, Executive Vice President and Chief Financial Officer, will present at the following virtual investor conferences:
| · | William Blair 41st Annual Growth Stock Conference on June 2, 2021 at 11:40 a.m. Eastern Time | |
| · | Baird 2021 Global Consumer, Technology & Services Conference on June 8, 2021 at 11:25 a.m. Eastern Time. |
The presentations will be webcast on the Company’s website at investors.thecheesecakefactory.com. Replays will be available for seven days following the live presentations.
About The Cheesecake Factory Incorporated
The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly focused on hospitality. Delicious, memorable experiences created by passionate people – this defines who we are and where we are going. We currently own and operate 299 restaurants throughout the United States and Canada under brands including The Cheesecake Factory®, North Italia® and a collection within the Fox Restaurant Concepts subsidiary. Internationally, 28 The Cheesecake Factory® restaurants operate under licensing agreements. Our bakery division operates two facilities that produce quality cheesecakes and other baked products for our restaurants, international licensees and third-party bakery customers. In 2021, we were named to the FORTUNE Magazine “100 Best Companies to Work For®” list for the eighth consecutive year. To learn more, visit www.thecheesecakefactory.com, www.northitalia.com and www.foxrc.com.
From FORTUNE. ©2021 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limited and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee.
The Cheesecake Factory Incorporated
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100