DESCRIPTION OF CAPITAL STOCK
The following description sets forth certain general terms and provisions of the common stock and preferred stock to which any prospectus
supplement may relate.
In this Description of Capital Stock section, when we refer to we, us or
our or when we otherwise refer to ourselves, we mean BJs Restaurants, Inc., excluding, unless otherwise expressly stated or the context requires, our subsidiaries.
The following description summarizes important terms of our capital stock. Because it is only a summary, it does not contain all the
information that may be important to you. This description is in all respects subject to and qualified in its entirety by reference to: (i) our Amended and Restated Articles of Incorporation, as amended, and our Bylaws, as amended and restated,
each of which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the SEC on February 25, 2020), (ii) any certificate of determination
relating to each series of preferred stock, which will be filed with the SEC in connection with an offering of such series of preferred stock and (iv) the relevant portions of the California General Corporation Law (CGCL).
Our authorized capital stock consists of 125,000,000 shares of common stock, no par value, and 5,000,000 shares of preferred stock, no par value.
Common Stock
General. As of
April 22, 2020, 18,760,619 shares of our common stock were outstanding.
Dividends. Subject to any preferential rights of any
outstanding shares of preferred stock, holders of shares of common stock are entitled to receive dividends on the stock out of assets legally available for distribution when, as and if authorized and declared by our board of directors. The payment
of dividends on the common stock is a business decision to be made by our Board of Directors from time to time based upon results of our operations and our financial condition and any other factors as our Board of Directors considers relevant.
Payment of dividends on the common stock may be restricted by loan agreements, indentures and other transactions entered into by us from time to time.
Voting Rights. The holders of shares of common stock are entitled to one vote for each share on all matters voted on by shareholders,
and possess all voting power, except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of our preferred stock. Provided a quorum has been properly established in accordance with
our bylaws, the holders of a plurality of shares of common stock voting for the election of our directors can elect all of the directors, if they choose to do so, subject to any rights of the holders of preferred stock to elect directors.
Shareholders are entitled to cumulate their votes in the election of directors (i.e., they are entitled to the number of votes determined by multiplying the number of shares held by them times the number of directors to be elected) and may cast all
of their votes so determined for one person, or spread their votes among two or more persons as they see fit.
Our board of directors has
adopted a majority voting policy which provides for majority voting for directors in uncontested elections. Under our majority voting policy, which is part of our Corporate Governance Guidelines, a director nominee must receive more For
votes than Withhold votes. Abstentions will have no effect on the director election since only For and Withhold votes with respect to a nominee will be counted. Any incumbent director nominee who receives a
greater number of Withhold votes than For votes with respect to his or her election is required to tender his or her resignation within 15 days of the final vote. Our board of directors, within 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 of our
board of directors.
Subject to the rights of any outstanding series of preferred stock and except as otherwise required by law or
pursuant to the listing standards of the exchange on which our securities are listed, in all matters other than the election of directors, a merger, consolidation or sale of all or substantially all of our assets, or an amendment of our bylaws or
certain provisions of our articles of incorporation, the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy at a meeting of shareholders and entitled to vote on the subject matter is
required for approval, provided a quorum is established.
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