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BJ Restaurants : Material Definitive Agreement - Form 8-K/A

01/05/2022 | 02:08pm



Washington, D.C. 20549


(Amendment No. 1)


Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2021


(Exact name of registrant as specified in its charter)


(State or other jurisdiction
of incorporation)


File Number)


(IRS Employer
Identification No.)

7755 Center Avenue

Suite 300

Huntington Beach, California

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (714)500-2400

(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



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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

Explanatory Note

On January 4, 2022, BJ's Restaurants, Inc. filed a Current Report on Form 8-K (the "Original Report") to report, among other things, changes in compensation of non-employee directors. This Current Report on Form 8-K/A is being filed to correct an error in Item 1.01 of the Original Report, which incorrectly described the vesting period for the annual restricted stock units award for non-employee directors, and to clarify the description of cash retainers payable to committee members.

Item 1.01 Entry into a Material Definitive Agreement.


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)


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



Gregory S. Levin,
Chief Executive Officer and President
Thomas A. Houdek,
Senior Vice President and Chief Financial Officer


BJ's Restaurants Inc. published this content on 05 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 January 2022 19:07:06 UTC.

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