Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) At the Annual Meeting of Shareholders of BJ’s Restaurants, Inc. (the “Company”) held on June 5, 2019, the Company’s shareholders, upon the recommendation of the Board of Directors, ratified and approved the BJ’s Restaurants, Inc. Equity Incentive Plan, as amended (the “Plan”), including an amendment to increase the number of shares available for issuance thereunder by 1,250,000 shares.
A brief summary of the Plan, as amended, was included as part of Proposal No. 2 contained on pages 19-25 of the Company’s proxy statement on Schedule 14A for its 2019 Annual Meeting of shareholders, as filed with the Securities and Exchange Commission on April 24, 2019, and is incorporated herein. The information regarding the Plan contained herein is qualified in its entirety by reference to the actual terms of the Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 5, 2019, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) ratification and approval of the Company’s Equity Incentive Plan, as amended (formerly known at the 2005 Equity Incentive Plan), including an amendment to increase the number of shares of Common Stock reserved for issuance by 1,250,000, (iii) approval, on an advisory and non-binding basis, of the compensation of named executive officers; and (iv) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2019.
Election of Directors
. Gregory A. Trojan, Gerald W. Deitchle, Peter A. Bassi, Larry D. Bouts, James A. Dal Pozzo, Noah A. Elbogen, Lea Anne S. Ottinger, Janet M. Sherlock and Patrick D. Walsh were nominated and elected at the meeting. The following votes were cast for each of the nominees:
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Name
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For
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Withhold
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Gregory A. Trojan
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16,991,748.66
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168,294.51
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Gerald W. Deitchle
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16,573,043.66
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586,999.51
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Peter A. Bassi
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14,077,715.66
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3,082,327.51
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Larry D. Bouts
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16,518,217.66
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641,825.51
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James A. Dal Pozzo
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16,570,905.66
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589,137.51
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Noah A. Elbogen
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16,841,482.66
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318,560.51
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Lea Anne S. Ottinger
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16,814,620.66
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345,422.51
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Janet M. Sherlock
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17,112,302.66
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47,740.51
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Patrick D. Walsh
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7,644,075.66
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9,515,967.51
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There were 1,679,821 broker non-votes with respect to the election of directors.
The Company’s Majority Voting Policy requires any director who receives a greater number of “Withhold” votes than “For” votes to tender his or her resignation from the Board within 15 days following the shareholder vote. The Board has 90 days following receipt of the certified voting results pertaining to the election to decide whether to accept the resignation of any unsuccessful incumbent, or whether other action should be taken. As a result of the Majority Voting Policy, Mr. Walsh has tendered his resignation from the Board. The Board will determine whether or not to accept Mr. Walsh’s resignation (and, if applicable, the reasons for not accepting Mr. Walsh’s resignation).
Ratification & Approval of Equity Incentive Plan
. The shareholders also ratified and approved the Equity Incentive Plan (formerly known as the 2005 Equity Incentive Plan), as amended. The following votes were cast on the proposal to ratify and approve the Equity Incentive Plan, as amended: 15,918,905.66 For; 1,232,348 Against; 8,789.52 Abstain. There were 1,679,821 broker non-votes.
Advisory Vote on Executive Compensation
. In addition, the shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The following votes were cast on the compensation of named executive officers: 16,638,953 For; 500,144.16 Against; 20,946.01 Abstain. There were 1,679,821 broker non-votes.
Ratification of Accountants
. Finally, the shareholders approved the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2019 fiscal year. The following votes were cast on the ratification: 18,721,484.66 For; 111,548 Against; 6,831.52 Abstain. There were no broker non-votes.