- Current report filing (8-K)
December 20 2011 - 6:03AM
Edgar (US Regulatory)
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 reported): December 14, 2011
BJS RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
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California
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0-21423
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33-0485615
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7755 Center Avenue
Suite 300
Huntington Beach, California
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92647
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
Majority Voting Policy for Directors in Uncontested Elections
On
December 14, 2011, the Board of Directors of BJs Restaurants, Inc. (the Company) adopted a Majority Voting Policy which provides for majority voting for directors in uncontested elections (the Policy).
Pursuant to the Policy, any incumbent director nominee who receives a greater number of votes against his or her election
than votes for such election at an annual meeting shall tender his or her resignation within 15 days of the final vote. The Policy will only apply to uncontested elections of directors.
The Board, within ninety (90) days of receiving the certified voting results pertaining to the election, will decide whether to accept
the resignation of any unsuccessful incumbent, or whether other action should be taken, through a process managed by the Governance and Nominating Committee. In reaching its decision, the Board may consider any factors it deems relevant, including
the directors qualifications, the directors past and expected future contributions to the Company, the overall composition of the Board, and whether accepting the tendered resignation would cause the Company to fail to meet any
applicable rule or regulation, including Nasdaq listing standards. The Board promptly will disclose the decision whether to accept the directors resignation offer (and the reasons for rejecting the resignation, if applicable) in a document
filed with the Securities and Exchange Commission.
This description of the Policy is qualified in its entirety by reference
to the actual Policy, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements
and Exhibits
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Exhibit No.
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Description
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99.1
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Majority Voting Policy dated December 14, 2011
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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.
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December 19, 2011
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BJS RESTAURANTS, INC.
(Registrant)
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By:
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/s/ GERALD W. DEITCHLE
Gerald W. Deitchle,
Chairman and CEO
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By:
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/s/ GREGORY S. LEVIN
Gregory S. Levin,
Executive Vice President
Chief Financial Officer
Principal Accounting Officer
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