Additional Proxy Soliciting Materials (definitive) (defa14a)

Date : 04/24/2019 @ 2:34PM
Source : Edgar (US Regulatory)
Stock : Bjs Restaurants, Inc. (BJRI)
Quote : 41.84  0.51 (1.23%) @ 3:20PM

Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐ 

Preliminary Proxy Statement

 

☐ 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐ 

Definitive Proxy Statement

 

☒ 

Definitive Additional Materials

 

☐ 

Soliciting Material Pursuant to §240.14a-12

BJ’S RESTAURANTS, INC.

 

(Name of Registrant as Specified In Its Charter)

 

 

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒ 

No fee required.

 

☐ 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) 

Title of each class of securities to which transaction applies:

 

  

 

  (2) 

Aggregate number of securities to which transaction applies:

 

  

 

  (3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 

  (4) 

Proposed maximum aggregate value of transaction:

 

  

 

  (5) 

Total fee paid:

 

  

 

 

☐ 

Fee paid previously with preliminary materials.

 

☐ 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) 

Amount Previously Paid:

 

  

 

  (2) 

Form, Schedule or Registration Statement No.:

 

  

 

  (3) 

Filing Party:

 

  

 

  (4) 

Date Filed:

 

  

 


LOGO       

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Online

 

Go to www.investorvote.com/BJRI

or scan the QR code – login details are located in the shaded bar below.

            

 

LOGO

  

 

Votes submitted electronically must be received by 11:00 p.m., Pacific Time, on June 4, 2019.

 

LOGO

Important Notice Regarding the Availability of Proxy Materials for the

BJ’s Restaurants, Inc. Shareholder Meeting to be Held on June 5, 2019

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

 

LOGO

 

   Easy Online Access — View your proxy materials and vote.                 
LOGO   

 

Step 1:

  

 

Go to www.investorvote.com/BJRI.

 
   Step 2:    Click on the icon on the right to view meeting materials.  
   Step 3:    Return to the investorvote.com window and follow the instructions on the screen to log in.  
   Step 4:    Make your selections as instructed on each screen for your delivery preferences.  
   Step 5:    Vote your shares.  

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

 

 

   LOGO           Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 22, 2019 to facilitate timely delivery.

 

 

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031AJC


 

  Shareholder Meeting Notice

 

BJ’s Restaurants, Inc. Company’s Annual Meeting of Shareholders will be held on Wednesday, June 5, 2019, at BJ’s Restaurants, Inc., 7755 Center Ave., 4th Floor, Huntington Beach, CA 92647, at 9:00 a.m. Pacific Daylight Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2-4:

  1.

Election of Directors:

01 - PETER A. BASSI

02 - LARRY D. BOUTS

03 - JAMES A. DAL POZZO

04 - GERALD W. DEITCHLE

05 - NOAH A. ELBOGEN

06 - LEA ANNE S. OTTINGER

07 - JANET M. SHERLOCK

08 - GREGORY A. TROJAN

09 - PATRICK D. WALSH

  2.

Ratification and approval of the Company’s Equity Incentive Plan, as amended (formerly known as the 2005 Equity Incentive Plan), including an amendment to increase number of shares of Common Stock reserved for issuance.

  3.

Approval, on an advisory and non-binding basis, of the compensation of named executive officers.

  4.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

 

 

 

 

 

 

LOGO   

Here’s how to order a copy of the proxy materials and select delivery preferences:

 

Current and future delivery requests can be submitted using the options below.

 

If you request an email copy, you will receive an email with a link to the current meeting materials.

 

PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.

 

  

–    Internet – Go to www.investorvote.com/BJRI.

 

–    Phone – Call us free of charge at 1-866-641-4276.

 

–    Email – Send an email to investorvote@computershare.com with “Proxy Materials BJ’s Restaurants, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.

 

To facilitate timely delivery, requests for a paper copy of proxy materials must be received by May 22, 2019.


*** Exercise Your Right to Vote ***

 

  

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 05, 2019

 

  LOGO
  

 

BJ’S RESTAURANTS, INC.

 

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Meeting Information

 

Meeting Type: Annual Meeting

For holders as of: April 11, 2019

Date: June 05, 2019         Time: 9:00 AM PDT

Location: BJ’s Restaurants, Inc.

 

7755 Center Avenue

 

4th Floor

 

Huntington Beach, CA 92647

 

 

 

    

LOGO

  

 

You are receiving this communication because you hold shares in the above named company.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

  

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 
   See the reverse side of this notice to obtain proxy materials and voting instructions.  
     

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—    Before You Vote    —

How to Access the Proxy Materials

 

           

Proxy Materials Available to VIEW or RECEIVE:

 

1. Notice & Proxy Statement     2. Annual Report     3. Form 10-K

 

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:          www.proxyvote.com

2) BY TELEPHONE:     1-800-579-1639

3) BY E-MAIL* :               sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 22, 2019 to facilitate timely delivery.

 

              

—    How To Vote    —

Please Choose One of the Following Voting Methods

 

LOGO   

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy. ” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

 

                

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                          Voting items                                    
      

The Board of Directors recommends that you

vote FOR the following:

 

1.   Election of Directors

 

Nominees

 

      LOGO
  01 Peter A. Bassi    02 Larry D. Bouts    03 James A. Dal Pozzo    04 Gerald W. Deitchle   

05 Noah A. Elbogen

  06 Lea Anne S. Ottinger    07 Janet M. Sherlock    08 Gregory A. Trojan    09 Patrick D. Walsh   
 

 

The Board of Directors recommends you vote FOR the following proposal(s):

 

 

2.   Ratification and approval of the Company’s Equity Incentive Plan, as amended (formerly known as the 2005 Equity Incentive Plan), including an amendment to increase number of shares of Common Stock reserved for issuance.

 

 

3.   Approval, on an advisory and non-binding basis, of the compensation of named executive officers.

 

 

4.   Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019.

 

 

 

NOTE:    In their discretion, the Proxy Holder(s) are authorized to vote upon such other business as may properly come before the meeting, or any adjournment thereof, to the extent authorized by Rule 14a-4 promulgated by the Securities and Exchange Commission.

 

 

To the extent cumulative voting applies, the undersigned hereby grants to the Proxy Holder(s) discretionary authority to cumulate votes represented by the shares covered by this proxy in the election of directors.

 

 

             

 

LOGO       LOGO    LOGO


                                                                                        Reserved for Broadridge Internal Control Information     

 

 

 

     Voting Instructions       

 

     

 

  

 

 

THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO

BANKS AND BROKERS

                       
LOGO      AS REQUIRED BY THE NEW YORK STOCK EXCHANGE   
        
   THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE    LOGO

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