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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 event reported):
September 3, 2024
BJ'S
RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
California |
0-21423 |
33-0485615 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7755
Center Avenue, Suite 300 |
|
Huntington
Beach, California |
92647 |
(Address of principal executive offices) |
(Zip Code) |
(714)
500-2400
(Registrant's telephone number, including area code)
(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 |
|
Trading
Symbol |
|
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 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2024 (the “Effective Date”), BJ’s Restaurants, Inc. (the “Company”) announced that its Board
of Directors (the “Board”) approved the appointment of Lyle D. Tick as the President and Chief Concept Officer of the Company
effective on September 9, 2024.
Mr. Tick served as President and Chief Executive Officer of OTB Acquisition, LLC, the owner of On the Border Mexican Grill & Cantina
restaurants, from December 2023 to August 2024. Prior to that, Mr. Tick served as Brand President of Buffalo Wild Wings (Inspire Brands
family of restaurants) from 2018 to 2023. He previously served as Managing Director, Boots Retail USA for Walgreens Boots Alliance beauty
brands business in the Americas from 2015 to 2018, and as Vice President Category Director, Vodkas, North America and Senior Global Category
Director at Bacardi from 2011 to 2015. Prior to joining Bacardi, Mr. Tick worked within several marketing and advertising agencies, including
as Chief Growth Officer at J. Walter Thompson, co-President at Gotham, and various positions at McGarryBowen.
On August 23, 2024, the Company entered into a letter agreement with Mr. Tick pursuant to which he was appointed as the Company’s
President and Chief Concept Officer effective September 9, 2024 (the “Letter Agreement”). The following is a brief summary
of the material terms of the Letter Agreement, which is qualified in its entirety by the terms of the Letter Agreement, which is attached
hereto and incorporated herein as Exhibit 10.2.
Term.
The term of employment will commence on September 9, 2024, and terminate on December 31, 2028 (unless earlier terminated in accordance
with the terms of the Letter Agreement). The Letter Agreement provides for automatic renewals for additional one-year terms unless either
party gives notice of its intention not to extend at least six months prior to the scheduled termination date.
Base
Salary. Base salary shall be $600,000 per year. In the event that Mr. Tick is appointed as
the Company’s Chief Executive Officer (“CEO”), his base salary will increase to $800,000.
Bonus
Opportunity. Annual Bonus opportunity target shall be no less than 70% of Mr. Tick’s base salary, which will increase
to 100% of his base salary in the event he is appointed as the Company’s CEO.
Relocation
Expenses. Mr. Tick will be provided a monthly housing allowance of $7,500 until the sooner
of his appointment as CEO, termination of his employment, or December 31, 2025. In addition, Mr. Tick will be reimbursed for reasonable
travel expenses between Southern California and his pre-hire residence until his family’s relocation.
Additional
Benefits. Mr. Tick shall receive perquisites consistent with those offered in his role as
an executive officer of the Company, including the use of a company automobile or automobile allowance of up to $1,500 per month, and
reimbursement of up to $15,000 of his legal fees incurred in connection with negotiation and documentation of the Letter Agreement.
Signing Bonus and Initial Equity Grant. Mr. Tick will receive a $200,000 signing
bonus following his start date as an employee of the Company. In addition, Mr. Tick will receive an initial equity grant having a grant
date fair market value of $600,000 (the “New Hire Grant”). The New Hire Grant will vest in three annual installments beginning
on October 15, 2025, and will be divided equally between restricted stock units and non-qualified stock options. In the event Mr. Tick
is terminated by the Company without “Cause” (as defined in the Letter Agreement) or resigns for “Good Reason”
(as defined in the Letter Agreement), the New Hire Grant will vest in full.
Annual Equity Grants. Equity grants will be made at the discretion of the Board
of Directors under the Company’s 2024 Equity Incentive Plan, as amended (together with any successor or replacement equity incentive
plans, the “Plan”). The Company agreed that Mr. Tick’s annual long-term equity incentive grant for 2025 will have a
grant date fair market value of $600,000 ($1,000,000 if Mr. Tick is appointed as CEO on or prior to January 15, 2025) and consist of
a combination of non-qualified stock options, restricted stock units and performance units, which will be allocated equally among such
awards and be subject to such vesting annually over three years (other than with respect to performance units which shall be subject
to three year “cliff vesting”). If Mr. Tick is appointed as CEO after January 15, 2025, and before December 31, 2025, he
will receive a supplemental equity grant having a grant date fair market value of $400,000 which will consist of one-half non-qualified
stock options and one-half restricted stock units.
Termination; Severance; Change of Control. The Company may terminate Mr. Tick’s
employment at any time. In the event of termination by the Company without “Cause” (for reasons other than death or disability)
or resignation by Mr. Tick for “Good Reason” (which includes any failure by the Company to appoint Mr. Tick as CEO by January
14, 2026), Mr. Tick shall be entitled to receive the following: (i) any earned but unpaid Annual Bonus and performance-based equity for
the fiscal year ending immediately before the year of termination of employment, (ii) cash payments equal to 100% of his then current
base salary (150% in the event he is serving as CEO at the time of termination), payable over 12 months (18 months in the event he is
serving as CEO at the time of termination), (iii) in the event he is serving as CEO at the time of termination, a lump sum cash payment
equal to the lesser of the prior fiscal year annual bonus paid or payable to Executive or 100% of the target Bonus for the fiscal year
of termination (prorated in either case based on the number of days elapsed in the fiscal year of termination); (iv) immediate vesting
of any unvested equity-based awards to the extent such awards would have become vested had Mr. Tick remained in continuous service with
the Company for 90 days after termination, and (v) unless and until he is covered under another group health insurance plan, continuation
of health insurance coverage for the lesser of 18 months or the maximum COBRA period.
In the alternative, if Mr. Tick is terminated without “Cause” (for reasons other than death or Disability) or resigns for
“Good Reason” during the 90 days prior to or the 12 months following a Change of Control (as such term is defined in the Plan),
Mr. Tick shall be entitled to receive the following: (i) any earned but unpaid annual Bonus and performance-based equity for the fiscal
year ending immediately before the year of termination of employment and (ii) a lump sum cash payment equal to 150% of his then current
base salary (200% in the event he is serving as CEO at the time of termination), (iii) a lump sum cash payment equal to the lesser of
his prior fiscal year Bonus or 100% of the target Bonus for the fiscal year of termination, (iv) to the extent vesting is not automatically
accelerated under the terms of the Plan, immediate 100% vesting of any equity, including vesting of any performance-based equity as if
100% of the target performance goals for the fiscal year of termination of employment had been achieved, and (v) unless and until he is
covered under another group health insurance plan, continuation of health insurance coverage for the lesser of 18 months or the maximum
COBRA period.
Board Seat. The Company and the Board will take all reasonable action within their
control to cause Mr. Tick to be named to the Board promptly following any appointment of Mr. Tick as CEO and, at all times while he is
serving in such capacity, (i) to be nominated for election to the Board at each annual meeting of Shareholders and (ii) if elected,
to remain on the Board.
Covenants. The Letter Agreement contains customary confidentiality, non-solicitation,
and non-disparagement provisions.
The description of the Letter Agreement in this Item 5.02 is qualified in its entirety by reference to the full text of the Letter Agreement,
a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Tick and any of the Company’s executive
officers or directors or persons nominated or chosen to become a director or executive officer. Mr. Tick has not engaged in any transaction
with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a)
of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release, dated September 3, 2024, relating to the matters described in Item 5.02 above, is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits.
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.
|
BJ'S RESTAURANTS, INC. |
|
(Registrant) |
|
|
|
|
|
Date: September 3, 2024 |
By: |
/s/ KENDRA D. MILLER |
|
|
Kendra Miller |
|
|
Executive Vice President and General Counsel |
|
|
|
Exhibit 10.1
August 23, 2024
Mr. Lyle Tick
Dear
Mr. Tick:
Welcome
to BJ’s
Restaurants,
Inc. (the
“Company”
or “BJ’s”).
We are
delighted
to extend
you the
offer to
join
BJ’s as
its President and Chief Concept Officer. Your
offer
is contingent
upon
the results
of a background
investigation
and your
acceptance
of these
terms.
We expect
you to begin
work on Monday, September 9,
2024, and in any event no later than September 30, 2024, unless mutually agreed-upon otherwise
(“Effective
Date”)
at 9:00
a.m. at the Company
Restaurant
Support
Center
located
at 7755
Center
Avenue,
Suite
300,
Huntington
Beach, CA
92647.
Please
bring
documentation
necessary
to complete
your
Form
I-9.
The below (this “Agreement”)
summarizes the terms of your agreement with the Company with respect to your service.
1.
Duties.
The Company
will
employ
you as
its President and Chief Concept Officer. In
this capacity,
you will
perform
such duties
consistent with such position as the
Company, in the
exercise
of its
sole discretion,
deems appropriate
for that
position.
You will report to the Company’s Chief Executive Officer. In the event the Board elects, in
its sole discretion, to appoint you as Chief Executive Officer in the future, you will report
to the Board of Directors of the Company (the “Board”). Additionally, you
also understand
that you will be an
“executive officer” and a “named
executive
officer”
of the Company
as each term is defined
by the regulations
of the Securities
and Exchange
Commission
and all other
applicable laws,
regulations
and company policies. Subject at all times to any fiduciary duties of the Board to the Company and its shareholders, in the event that
you are appointed as the Company’s Chief Executive Officer and for so long as you remain in such position, the Company and the Board
shall take reasonable action within their control to cause you (i) to be appointed as a member of the Board promptly following any appointment
of you as Chief Executive Officer, (ii) to be nominated for election to the Board at each annual meeting of Shareholders and, if elected,
(iii) to remain on the Board.
2.
Employment
Location. The
principal
location
of your employment
will be at the
Company’s
Restaurant
Support
Center
in Huntington
Beach, California.
In addition, you understand
that you will be required to travel to the Company’s
restaurant
locations
and to investor and/or analyst meetings in order
to perform
certain
aspects
of your
position.
3.
Salary.
You will
receive
a bi-weekly
gross salary
of $23,076.92 which
annualizes
to a yearly
salary
of $600,000.00,
payable
in accordance
with the
Company’s
payroll
policies,
as such
policies
may change
from time
to time (the
“Salary”).
Your compensation
is subject
to annual increase at the discretion of the Board and
modification
during
your
employment
in accordance
with the
Company’s
practices,
policies
and procedures.
In the event that you are appointed as Chief Executive Officer of the Company, your Salary will increase to $800,000 per year, prorated
for that year, effective the date of promotion.
4.
Relocation Expenses. You are expected to relocate to Southern California and provide your services based out of the Company’s
headquarters in Huntington Beach, California. Your relocation expenses will be covered by the Company in accordance with BJ’s Relocation
Policy and Guidelines, which includes
a full
pack, van line
move,
unpack, shipping
of automobiles,
and two (2) house hunting
trips (with your spouse). The Company will provide a temporary housing allowance of $7,500
per month until the earlier of your appointment as Chief Executive Officer, your Separation from Services (as defined below), or December
31, 2025. In order to facilitate the relocation of your family, the Company will reimburse you for reasonable travel between your pre-Effective
Date residence and Orange County, California until June 30, 2025.
5.
Annual Bonus
Opportunity. As President and Chief Concept Officer, commencing
with the 2025 compensation year and for each year of the term of your employment, you
will
be eligible
to participate
in the
Company’s
Annual Incentive
Plan (“AIP”)
with an
annual
cash incentive
opportunity
(the “Annual Bonus”) of no
less than 70% of your
then-current Salary (subject to increase at the discretion
of the Board). In the event you are appointed as Chief Executive Officer, your annual cash
incentive opportunity will increase to at least 100% of your then-current Salary, prorated for the months in which you are in that position
during the year. Any earned cash incentive opportunity is generally be paid by mid-March of the year following the compensation
year in question in accordance with the provisions of the AIP. You must
be employed
and in good
standing as
of the payment date to receive
any cash incentive
for the preceding compensation year. Except as otherwise specifically provided in Section 12(b) of this Agreement, in the
event of
termination
or resignation
prior to receipt
of any cash incentive,
you will
not be entitled
to, or be considered
eligible
to, receive
any prorated
cash bonus
under the AIP.
6.
Signing Bonus and Initial
Equity Award.
You will receive a signing bonus of $200,000 payable in accordance with the Company’s payroll
policies on the second pay date following your full-time start of employment. In addition, subject
to applicable
securities
laws,
a recommendation
will
be made to
the Compensation
Committee
of the Company’s
Board
of Directors
to grant
you an
equity
award
pursuant
to the Company’s
2024 Equity
Incentive
Plan (together
with any successor equity incentive plan that may be adopted by the Company, the “Equity Plan”) that
will
be valued
at $600,000 (the
“New Hire Grant”). Your New Hire Grant will be made on October 15, 2024.
You will
receive
this award
in the form
of 50%
in non-qualified
options
(NQ options)
to purchase
the Company’s
common
stock
and 50%
in restricted
stock
units
(RSUs). The
number
of NQ option
shares
under
the award
will
be determined
with
the estimated
“fair
value”
of a NQ option
calculated
using
the Black-Scholes
option
pricing
model
on the
grant date
of the
award.
For example,
if the
“fair
value”
of a NQ option
for the
Company’s
common
stock
is $20.00
on the
grant
date,
then
you would
be awarded
options
to purchase
15,000 shares
of the
Company’s
common
stock
($300,000
/ $20.00).
The actual
“fair
value”
calculation
on the grant
date
of your
award
may be higher
or lower
than
this example.
The number
of RSU shares
will
be determined
using the
closing
price
of the
Company’s
common
stock
on the
Nasdaq
Global
Market
on the
grant date
of the
award
or the most
recent
trading
day when
grants take
place
on market
holidays.
Vesting
for the New Hire Grant, regardless
of whether
it is NQ
options
or RSUs,
will
be 33.33% annually,
beginning
with the
first
anniversary
of their
grant
date,
over a total
of three (3) years.
7.
Annual Equity Award. During the term of your employment, you will
also be
eligible
for additional
grants
of equity
awards
from
time to
time at
the discretion
of the Compensation
Committee
of the Board.
Annual equity grants are typically made on or around January 15 of each year, with the amount and mix of such grants for all executive
officers being determined by the Compensation Committee of the Board in accordance with policies approved by the Board consistent with
past practices. Currently, annual awards are granted in the form of (1) 1/3 in RSUs;
(2) 1/3 in NQ options
to purchase
the Company’s
common
stock,
and (3) 1/3 in performance share units (PSUs)
based on achievement of metrics specified at the beginning of the performance period. Vesting
of the NQ options
and RSUs
will
be 33.33% annually,
beginning
with the
first
anniversary
of their
grant
date,
over a total
of three (3) years,
and vesting of any of the PSUs will be at the conclusion of the three-year performance period, based on the achievement of the metrics
established by the Compensation Committee. You will receive a $600,000 annual equity grant in January
2025, at the same time as other 2025 annual equity grants are made to the Company’s executive officers; provided, however, in the
event you are promoted to Chief Executive Officer on or prior to January 15, 2025, your 2025 annual equity grant will be $1,000,000. In
the event that you are promoted to Chief Executive Officer after January 15, 2025 and before December 31, 2025, you will receive a supplemental
equity grant of $400,000 (consisting of one-half NQ options and one-half RSUs) vesting over three years following the grant date in the
same manner as the annual grants. While
the Company
currently
intends
to offer
annual
equity grants in years
beyond 2025, the continued
offering
of such grants and
the amount and form of the equity will
be at the
sole discretion
of the Company’s
Board
of Directors.
8.
Other
Benefits.
Following
30 days
from your
Effective
Date,
you will
be entitled
to enroll
in any
benefit
plan
that the
Company
may offer
to its team
members from time
to time,
according
to the
terms
of such
plan,
including,
but not
limited
to, the
Company
’s health
insurance
program,
which
will
become
effective
the first
of the
month
after
enrollment.
The Company will reimburse you for the cost of COBRA for up to 60 days during the waiting period before you are entitled to enroll in
the Company’s medical insurance plan. Nothing
contained
in this
offer letter
shall affect
the right
of the Company
to terminate
or modify
any such
plan,
or other
benefit,
in whole
or in part,
at any
time and
from time
to time.
In addition, you will be reimbursed for your reasonable legal fees incurred in connection with negotiating and drafting this agreement
up to a maximum of $15,000.
9.
Monthly
Auto Allowance.
You may be provided a company car for your use for Company business purposes or, if no such car is provided, you will receive
a monthly
non-accountable
automobile
allowance of
$1,500, less
applicable withholdings
in accordance with the Company’s automobile reimbursement policies. The allowance
is intended
to cover
all costs of
using your personal
automobile
for Company
business
purposes,
including
gasoline,
mileage,
insurance
and other automobile expenses. If the Company provides you a Company automobile in accordance with its policies, your monthly automobile
allowance will cease as of issuance of the fleet vehicle.
10.
Business
Expenses.
You will
be reimbursed
for expenses
you incur
that are
directly
related
to the
Company’s
operations
and business,
pursuant
to the
provisions
of the Company’s
business
expense
reimbursement
policy.
A Company-provided
business
credit
card,
a cell
phone
and laptop
will
be issued
to you
for Company
business
purposes.
You will receive a dining (“red”) card which will cover unlimited BJ’s food purchases (excluding alcohol and tip), and
will be subject to the terms of the Company’s Dining Policy.
11.
Paid Absences.
The Company
does not have a formal
paid vacation
policy for its
officers.
Accordingly,
officers
are expected
to use their
reasonable
judgment
and professional
discretion
when requesting
paid time
off for any reason,
in light
of their
current
work schedules
and the Company’s
business and operational
requirements.
Paid absences
should be reasonably
requested
in advance in
accordance with Company policies.
12.
Termination
With or
Without
Cause; Resignation for Good Reason.
(a) Your
employment may be terminated by the Company at any time with or without Cause (as defined below) by delivery of written notice of termination
to you. Upon any termination of your employment for any reason, you shall automatically be deemed to have resigned all positions as an
officer of the Company and any subsidiary of the Company. In addition, unless otherwise requested by the Board, you shall be deemed to
have resigned from any position as a director of the Company and any subsidiaries upon termination of your employment for any reason.
(b) In
the event the Company terminates your employment without Cause (for reasons other than your death or disability) on or after the Effective
Date or you resign for Good Reason (as defined below), in addition to any accrued but unpaid compensation due to you under applicable
law, any earned but unpaid bonus and performance-based equity for the fiscal year ending immediately before the year of termination of
employment (notwithstanding that your employment may have terminated prior to payment of such compensation), and any Other Benefits (as
defined below), you shall be entitled to receive the following (the “Severance Benefits”): (i) continuation of health
insurance (or reimbursement of the costs of such continuation) under COBRA for a period equal to the lesser of eighteen (18) months following
termination of employment or the maximum continuation coverage period allowed under the Consolidated Omnibus Budget Reconciliation Act
("COBRA"); provided, however, that the Company's obligation to pay the costs of continuation health insurance
coverage under shall terminate at such time as you are covered under any other group health insurance plan; plus (ii) an aggregate cash
payment totaling 100% of your then-current Salary (150% if you are serving as the Company’s Chief Executive Officer at the time
of Separation from Service), which amount shall be payable in installments (but no less frequently than monthly) over the twelve (12)
month period following the date of termination of employment (18 months if you are serving as the Company’s Chief Executive Officer
at the time of Separation from Service) in accordance with the Company's normal payroll practices (the "Periodic Payments");
provided, however, that in the event the Company terminates you without Cause (for reasons other than your death or Disability)
or you resign for Good Reason within the period ninety (90) days prior to, or twelve (12) months following, a Change of Control (as defined
in the Equity Plan) (a “Change of Control Termination”), the cash payment under this clause (ii) shall be 150% of your
then-current Salary (200% if you are serving as the Company’s Chief Executive Officer at the time of the Change of Control); plus
(iii) to the extent that you are serving as the Company’s Chief Executive Officer at the time of Separation from Service, a lump
sum cash payment equal to (A) the lesser of the prior fiscal year Annual Bonus paid or payable to you or 100% of the target Annual Bonus
for the fiscal year of termination, multiplied by (B) a fraction equal to the number of days elapsed in such fiscal year divided by 365
(the "Lump Sum Payment"); provided, however, in the event of a Change of Control Termination while you are serving
as the Company’s Chief Executive Officer, the Lump Sum Payment shall equal the lesser of the prior fiscal year Annual Bonus paid
or payable to you or 100% of the target Annual Bonus for the fiscal year of the Change of Control; plus (iv) other than with respect to
the New Hire Grant (which shall vest in full upon such termination without Cause or for Good Reason), immediate vesting of any equity
to the extent such equity would have become vested had you remained in continuous service with the Company for ninety (90) days after
the termination of your employment occurred; provided, however, that in the event of a Change of Control Termination and to the
extent vesting is not automatically accelerated under the terms of the Plan, you shall be entitled to immediate 100% vesting of any equity,
including vesting of any performance-based equity as if 100% of the target performance goals for the fiscal year of termination of employment
had been achieved (provided that no such vested option, if any, may be exercised beyond any time-frame permissible under Section 409A
of the Code, as defined below). Payment of the Periodic Payments shall commence, and any Lump Sum Payment shall be made, sixty (60) days
following the date of your Separation from Service (as defined in below). The Periodic Payments and Lump Sum Payment shall be conditioned
expressly upon you executing the Company’s standard form of general release of the Company and its affiliates, which release shall
be legally effective on or prior to the 60th day subsequent to your Separation from Service. Notwithstanding anything to the contrary
contained in this Agreement, in addition to any rights and remedies available to it under this Agreement or applicable law, the Company
shall have the right to immediately terminate payments due under clauses (i), (ii) and (iii) of this Section 12(b) in the event you breach
your obligations under Section 15 or 16 of this Agreement. You
will not be eligible
for the
Severance Benefits set forth herein
if you resign
from your employment
with the
Company
for any reason
or voluntarily
terminate
your employment
for reasons other than Good Reason as defined below.
(c) For
the purpose
of this
Agreement
only, “Cause”
shall mean:
(i)
theft, embezzlement, fraud or an act or acts of dishonesty undertaken by you and intended to result,
or actually resulting, in material personal gain or enrichment of you or others at the expense of the Company;
(ii)
dishonesty, incompetence or gross negligence in the discharge of your duties that, in any event,
is materially injurious to the Company;
(iii)
the conviction or plea of nolo contendere of you of a felony;
(iv)
conduct (including, without limitation, any act of moral turpitude) that (A) brings the Company
or any of its affiliates into public disrepute or disgrace, or (B) causes material injury to the reputation, customer relations, operations
or the business prospects of the Company or its affiliates, in each case notwithstanding written notice of objection from the Board and
the failure of you to substantially cure such harm in the reasonable opinion of the Board within 30 calendar days after such notice is
received by you;
(v)
the ongoing and repeated material neglect of, or failure to perform, your duties on a general basis
(other than as a result of your physical or mental illness), notwithstanding written notice of objection from the Board and the failure
of you to substantially cure any resulting harm in the reasonable opinion of the Board within 30 calendar days after such notice is received
by you; this includes a failure to report to work on or before September 30, 2024, unless mutually agreed to;
(vi)
your breach of confidentiality or unauthorized disclosure or use of inside information, recipes,
processes, customer, vendor or employee lists, trade secrets or other proprietary information;
(vii)
the violation of any law, rule, or regulation of any governmental authority or breach of the Company
Policies (as defined in Section 19) including, without limitation, the Company’s Code of Integrity, Ethics and Conduct and/or any
of its anti-harassment and anti- discrimination policies; or
(viii)
the material breach of any terms and conditions of this Agreement by you, which breach has not been
substantially cured by you in the reasonable opinion of the Board within 30 days after written notice thereof is received by you from
the Company;
provided, however, that the
cessation of employment by you shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a
resolution, duly adopted by the affirmative vote of not less than a majority of the entire non-employee membership of the Board (for the
sake of clarity, not including you to the extent that you are serving as a member of the Board) at a meeting of the Board called and held
for such purpose (after reasonable notice to you and an opportunity for you to be heard before the Board), finding that, in the good faith
opinion of the Board, one or more causes for termination for Cause exist under this Agreement, and specifying the particulars thereof
in reasonable detail.
For the purpose
of this Agreement only, “Good Reason” shall mean:
(i) any
removal of you as President (or, in the alternative, in the event you are appointed Chief Executive Officer, any removal of you as Chief
Executive Officer) except in connection with termination of your employment for death, disability, Cause or your voluntary resignation;
(ii) any
(1) involuntary reduction in your Salary below the applicable amounts set forth in Section 3 above, (2) involuntary reduction in
your annual bonus opportunity below the applicable minimum set forth in Section 5 above, or (3) involuntary material reduction in your
comprehensive benefit package (other than changes, if any, required by group insurance carriers applicable to all persons covered under
such plans or changes required under applicable law). For the avoidance of doubt, such benefit package shall not be deemed to include
awards under the Company's equity incentive compensation plans or cash bonus plans;
(iii) the
assignment to you of duties that represent or constitute a material adverse change in your position, duties, responsibilities and status
with the Company;
(iv) an
involuntary material adverse change in your authorities or reporting responsibilities; except in connection with the termination of your
employment for Cause, upon your death, or upon your voluntary resignation;
(v)
(1) if you are not named as Chief Executive Officer by January 14, 2026 (other than as a result of your refusal or delay in accepting
an offer to serve in such capacity) or (2) if a new Chief Executive Officer other than you is appointed prior to January 14, 2026 (it
being understood that the appointment of a new Interim Chief Executive Officer would not constitute Good Reason under this clause (v)(2));
(vi) any
failure by the Company to nominate or seek re-election of you to the Board of Directors while you are serving as Chief Executive Officer,
except in connection with termination of your employment for any reason; or
(vi) the
material breach of any terms and conditions of this Agreement by the Company;
provided, however, that
a termination shall not be considered for Good Reason unless you have given notice to the Company of the event constituting Good Reason
within ninety (90) days of the initial occurrence thereof, such event has not been cured by the Company within thirty (30) days after
written notice thereof to the Company from you, and you resign no later than 180 days after the initial occurrence of such event. Notwithstanding
anything to the contrary contained in this Agreement, (1) notice of the Company’s intention not to extend the Agreement shall not
be deemed to be Good Reason, and (2) in the event that you are appointed to serve as the Chief Executive Officer of the Company, the appointment
of a new President shall not constitute Good Reason.
(d) Notwithstanding
any other provision hereof, any amounts payable to you under this Section 12 during the first six months and one day following the date
of your Separation from Service that constitute nonqualified deferred compensation within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Code”), shall be deferred until the
date six months and one day following such Separation from Service (or if earlier, the date of your death) to the extent necessary to
avoid adverse tax consequences under Section 409A, and if such payments are required to be so deferred, the first payment shall be in
an amount equal to the total amount to which you would otherwise have been entitled to during the period following the date of Separation
from Service if the deferral had not been required. Subsequent payments shall be made in accordance with the dates and terms set forth
herein.
13.
Tax Matters; Code Sections 280G and 409A.
(a) Notwithstanding
any other provision of this Agreement, in the event that you become entitled to receive or receive any payments, options, awards or benefits
(including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options or restricted
stock) under this Agreement or under any other plan, agreement or arrangement with the Company, from any person whose actions result in
any change described in Section 280G(b)(2)(A)(i) (a “Section 280G Transaction”) of the Code or from any person affiliated
with the Company or such person (collectively, the “Payments”) that may separately or in the aggregate constitute “parachute
payments” within the meaning of Code Section 280G, if it is determined that, but for this Section 13(a), any of the Payments will
be subject to any excise tax pursuant to Code Section 4999 or any similar or successor provision (the “Excise Tax”),
the Company shall pay to you either (i) the full amount of the Company Payments (as defined below) or (ii) an amount equal to the Company
Payments (as defined below), reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess
parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing
amounts results in the receipt by you, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion
of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after-tax benefit from
receipt of the Capped Payments than from receipt of the full amount of the Payments, (1) there shall be taken into account any Excise
Tax and all applicable federal, state and local taxes required to be paid by you in respect of the receipt of such payments and (2) such
payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals
that is in effect for the calendar year in which the benefits are to be paid, and state and local income taxes at the highest rate of
taxation applicable to individuals in the state and locality of employee’s residence on the effective date of the Section 280G Transaction,
net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined
by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other
limitations applicable to the deduction of state and local income taxes under the Code).
(b) In the event
that Section 13(a) applies and a reduction is required to be applied to the Company Payments thereunder, the Company Payments shall be
reduced by the Company in its reasonable discretion in the following order and in a manner that complies with Code Section 409A (as determined
by the Company): (i) reduction of any cash payments otherwise payable to you that are exempt from Code Section 409A; (ii) reduction of
any cash payments otherwise payable to you that are subject Code Section 409A on a pro-rata basis or such other manner that complies with
Code Section 409A, as determined by the Company, (iii) cancellation of accelerated vesting of equity awards (other than stock options)
that are exempt from Code Section 409A; (iv) cancellation of accelerated vesting of stock options that are exempt from Code Section 409A;
and (v) reduction of any other payments and benefits otherwise payable to you by the Company on a pro-rata basis or such other manner
that complies with Code Section 409A, as determined by the Company. If acceleration of vesting of your stock options or other equity awards
is to be reduced pursuant to clauses (iii) or (iv) of the immediately preceding sentence, such acceleration of vesting shall be accomplished
by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling
such acceleration for the next vesting installment with the latest vesting. For purposes of this Section 13, the term “Company
Payments” means any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash
benefits and the accelerated vesting of stock options or restricted stock) under this Agreement or under any other plan, agreement or
arrangement with the Company.
(c) All calculations
and determinations under this Section 13, including application and interpretation of the Code and related regulatory, administrative
and judicial authorities, shall be made by an accounting firm selected by the Company (the “Accounting Firm”). All
determinations made by the Accounting Firm under this Section 13 shall be conclusive and binding on both the Company and you, and the
Company shall cause the Accounting Firm to provide its determinations and any supporting calculations with respect to you to the Company
and you. The Company shall bear all fees and expenses charged by the Accounting Firm in connection with its services. For purposes of
making the calculations and determinations under this Section 13, after taking into account the information provided by the Company and
you, the Accounting Firm may make reasonable, good faith assumptions and approximations concerning the application of Code Sections 280G
and 4999. The Company and you shall furnish the Accounting Firm with such information and documents as the Accounting Firm may reasonably
request to assist the Accounting Firm in making calculations and determinations under this Section 13.
(d) The parties
agree that all provisions of this Agreement are intended to meet, and to operate in accordance with the requirements of paragraphs (2),
(3), and (4) of Section 409A(a) of the Code, and any guidance from the Department of Treasury or Internal Revenue Service thereunder,
but only to the extent any compensation or benefits provided hereunder are not excepted or excluded from such requirements pursuant to
the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4), the involuntary separation pay plan exception
described in Treasury Regulations Section 1.409A-1(b)(9)(iii), or otherwise. In this regard each severance payment under Section 12 of
this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Where ambiguity or uncertainty exists,
this Agreement shall be interpreted in a manner which would qualify any compensation payable hereunder to satisfy the requirements for
exception to or exclusion from Section 409A and the taxes imposed thereunder. In the event either party reasonably determines any item
payable by the Company to the you pursuant to this Agreement that is not subject to a substantial risk of forfeiture would not meet, or
is reasonably likely not to meet, the requirements of paragraphs (2), (3) and (4) of Section 409A, or to qualify as excepted or excluded
from Section 409A, such party shall notify the other in writing. Any such notice shall specify in reasonable detail the basis and reasons
for such party’s determination. The parties agree to negotiate in good faith the terms and conditions of an amendment to this Agreement
and to avoid the inclusion of such item in a tax year before the your actual receipt of such item of income; provided, however, nothing
in this Section 13 shall be construed or interpreted to require the Company to increase any amounts payable to you pursuant to this Agreement
or to consent to any amendment that would materially and adversely change the Company’s financial, accounting or tax treatment of
the payments to you under this Agreement. Any item payable under this Agreement that the Company reasonably determines is subject to Section
409A(a)(2)(B)(i) of the Code, shall not be paid or commence to be paid before the later of (i) six months after the date of your Separation
from Service and (ii) the payment date or commencement date specified in this Agreement for such item.
(e) All compensation
shall be paid on the dates provided herein and no request to accelerate or defer any compensation under this Agreement shall be considered
or approved, except as permitted under Code Section 409A. You may not directly or indirectly designate the calendar year of the commencement
of any payment hereunder, nor may the parties accelerate, offset or assign any deferred payment, except in compliance with Code Section
409A. Notwithstanding the foregoing, in the event that it is reasonably determined by the Company that, as a result of Code Section 409A,
any of the payments that you are entitled to under the terms of this Agreement may not be made at the time contemplated by this Agreement,
the Company shall pay such compensation on the first subsequent day permissible under Section 409A, provided that such payment does not
result in additional taxes, penalties or interest under Section 409A.
(f) Any payment
or benefit due upon a termination of your employment that represents a “deferral of compensation” within the meaning of Section
409A of the Code shall be paid or provided to you only upon a Separation from Service. In any case where your Separation from Service
and the date by which you are required to deliver a release pursuant to Section 12 fall in two separate taxable years, any amount required
to be paid to you that is conditioned on the effectiveness of a release and is treated as nonqualified deferred compensation for purposes
of Code Section 409A shall be paid in the later taxable year.
(g) For purposes
of this Agreement, "Separation from Service" shall mean a "separation from service" within the meaning of Section
409A(2)(A)(i) of the Code and the underlying Treasury Regulations. Notwithstanding anything to the contrary contained in this Agreement,
a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service”
within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “Separation from Service.”
(h) Notwithstanding
any other provision to the contrary, and subject to (and only to the extent permissible under) the requirements of Treasury Regulation
Section 1.409A-2(b)(7)(i), the Company, in its sole discretion, may delay payment to you to the extent necessary to avoid application
of the deduction limitation under Code Section 162(m).
(i) The Company
may withhold from any amounts payable hereunder all applicable federal, state, local and foreign taxes required to be withheld by applicable
laws or regulations. The Company does not guaranty or warrant the tax consequences of this Agreement or any other agreement referenced
herein or ancillary thereto, and you are solely responsible for consulting with an accountant, legal counsel or other tax advisor regarding
such tax consequences. The Company shall have no obligation to indemnify or hold your harmless from any or all of such liabilities (whether
taxes, interest or penalties).
14.
Term. Subject to the termination provisions of Section 12 above, the term of this Agreement shall commence on the Effective Date
and end on December 31, 2028 (“Termination Date”). This Agreement shall automatically be extended for additional one-year
terms beyond the Termination Date (the “Extended Termination Date”) or the then current Extended Termination Date unless
at least six (6) months prior to the Termination Date or the then current Extended Termination Date, you or the Company shall have given
written notice that you or it do not wish to extend the Agreement. Notwithstanding anything to the contrary contained in this Agreement,
notice of the Company’s intention not to extend the Agreement shall not be deemed to be a termination of you without Cause and shall
not constitute Good Reason for you to terminate.
15.
Trade
Secrets/Confidentiality.
You hereby
acknowledge
that,
as a result
of your
position
with
the Company,
the Company
will
give
you access
to the Company’s
proprietary
and confidential
information
and trade
secrets.
Therefore,
as a condition
of your
employment
and the
Company’s
disclosing
such
proprietary
and confidential
information
to you,
you agree
to sign
and be
bound by
a Trade
Secrets/Confidentiality
Agreement.
If you have any proprietary materials, documents, electronic data or other proprietary information of your former employer(s) in your
possession, you must return all originals and copies of such proprietary information, including any copies of electronically stored information
from your former employers’ computer systems, email, or other electronic storage devices, and must not retain any such copies before
your start date with the Company. The Company also prohibits you from disclosing or using any proprietary or confidential information
of any former employer in the course of your employment with the Company or from sharing any such proprietary materials or information
with anyone at the Company.
16.
Additional Covenants. In addition to your obligations under the Trade Secrets/Confidentiality Agreement referenced in Section 15
above, you agree as follows:
(i) You understand
and agree that in the course of employment with the Company, you will obtain access to and/or acquire Company trade secrets, including
confidential information, which are solely the property of the Company. Therefore, to protect such trade secrets, you promise and agree
that during the term of this Agreement, and for a period thereafter equal to the greater of (1) one year or (2) the period during which
you are entitled to receive Periodic Payments under Section 12(b), you will not actively solicit or assist or instruct others in soliciting
any employees, customers, franchisees, landlords, or suppliers of the Company or any of its present or future subsidiaries or affiliates,
to divert their employment or business to or with any individual, partnership, firm, corporation or other entity then in competition with
the business of the Company, or any subsidiary or affiliate of the Company. The Company acknowledges in this regard that its customers,
landlords and suppliers do have existing relationships and likely will have future relationships with the Company’s direct and indirect
competitors in the restaurant industry in the ordinary course of their activities. For purposes of this Section 16(a), “solicit”
shall not include general advertisements or other communications in any media not targeted specifically at such employees, customers,
franchisees, landlords, or suppliers, and any responses by such persons thereto.
(ii) Except for
statements of fact, internal Company communications relating to the performance of the Company, disclosures required under applicable
law or in connection with any legal proceedings with respect to which you are a party or witness, you will not make any disparaging remarks
regarding the Company at any time during or after the termination of your employment with the Company.
17.
Indemnity. The Company shall to the fullest extent permitted by law, indemnify and hold you harmless from costs, expense or liability
arising out of or relating to any acts or decisions made by you in the course of your employment to the same extent the Company indemnifies
and holds harmless other officers and directors of the Company in accordance with the Company’s established policies and indemnification
agreements. This indemnity shall include, without limitation, advancing your attorneys’ fees to the fullest extent permitted by
applicable law.
18.
Arbitration
Agreement.
As a condition
of your
employment,
you agree
to sign
and be
bound by
a Mutual
Arbitration
Agreement,
pursuant
to which
you and
the Company
will
resolve
any disputes
that
arise
between
you and
the Company
about
your employment,
to the extent permitted by law. The prevailing party in any such dispute will be entitled to receive from the non-prevailing party
their reasonable attorneys’ fees incurred by the prevailing party in connection with such dispute.
19.
Company
Policies.
You understand and agree that, as an executive officer of a publicly traded company subject to the reporting requirements under the Securities
Exchange Act of 1934, as amended, and the listing and other requirements of applicable securities exchanges, you will be subject to and
agree to abide by Company policies applicable to executive officers and, if applicable, directors, of the Company as in effect from time
to time (including, without limit, insider trading policies, the BJ’s
Restaurants,
Inc. Restaurant
Support
Center
Handbook,
and Code of Integrity, Ethics and Conduct, copies of which have been provided to you) (collectively, the "Company Policies").
You acknowledge and agree that such Company Policies and the application thereof to you and other officers and/or directors of the Company
shall not constitute grounds for a Good Reason termination by you. Notwithstanding anything to the contrary contained in this Agreement,
any performance-based compensation paid to you under this Agreement shall be subject to the Company’s Compensation Clawback Policy
and any related requirements under applicable law.
20.
Entire
Understanding
of Agreement.
By signing
this
letter,
you acknowledge
that the
terms
described
in this
letter
set forth the
entire
understanding
between
the parties
concerning
the terms
of your
employment
and supersede
all prior
representations,
understandings
and agreements,
either
oral or
in writing,
between
the parties
hereto
with
respect
to the
terms
of your
employment
by the Company.
All such
prior
representations,
understandings
and agreements,
both
oral
and written,
are hereby
terminated.
However,
nothing
in this
paragraph
is intended
to, nor
does
it, affect
additional
written
agreements
entered
into by
the parties
contemporaneous
with
or subsequent
to this
agreement,
including,
without
limitation,
the Trade
Secrets/Confidentiality
and Arbitration
Agreement
referenced
in Sections 15 and 18 above.
No term
or provision
of this
letter
may be amended,
waived,
released,
discharged
or modified
except
in writing,
signed
by you
and an
authorized
officer
of the
Company.
21.
At Will
Employment.
Subject to the terms and provisions of this Agreement, your
employment
with
the Company
is not for
any specific
period
of time
and is
“at will.”
This
means that
both
you and
the Company
reserve
the right
to terminate
the employment
relationship
at any
time,
with
or without
notice,
for any
or no particular
reason
or cause.
While
the terms
of your
employment
and compensation
may change
from time
to time,
the “at-will”
nature
of your
employment
with
the Company
will
not and
cannot
change.
22.
Severability.
If any provision
contained
in this
letter
is determined
to be void,
illegal
or unenforceable,
in whole
or in part,
then
the other
provisions
contained
herein
shall
remain
in full
force
and effect
as if the
provision
which
was determined
to be void,
illegal,
or unenforceable
had not
been contained
herein.
23.
Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California
without regard to its conflicts of law principles.
The
terms
of this
offer of
employment
expire
in ten
(10) days
from the
date
hereof.
Please
acknowledge
your
acceptance
of this
offer of
employment
on the
terms
indicated
by signing
the enclosed
copy
of this
letter
and returning
it to me as
soon as
possible.
We are
excited
to bring
you onto
the BJ’s
team!
Please do
not hesitate
to call
me if you
have any
questions.
|
Sincerely, |
|
|
BJ’s Restaurants, Inc. |
|
|
|
|
/s/ LEA ANNE OTTINGER |
|
Lea Anne Ottinger |
|
Chair of the Board, BJ’s Restaurants, Inc. |
I accept
the above
offer of
employment
with
BJ’s Restaurants,
Inc. on
the terms
described
in this
letter:
/s/ LYLE TICK |
|
08-23-24 |
|
Lyle Tick |
|
Date |
|
EXHIBIT 99.1
BJ’s Restaurants, Inc. Announces Appointment of President & Chief Concept Officer
HUNTINGTON BEACH, Calif., Sept. 03, 2024 (GLOBE NEWSWIRE) -- BJ's Restaurants, Inc. (Nasdaq: BJRI) (“BJ’s” or the “Company”) announced today that Lyle D. Tick, former Brand President of Buffalo Wild Wings, will be appointed President and Chief Concept Officer, effective September 9, 2024.
Mr. Tick has served as President and Chief Executive Officer of On the Border Mexican Grill & Cantina since December 2023, working to put in place a strategic plan to drive new growth for the iconic Tex Mex restaurant chain. He previously served as Brand President of Buffalo Wild Wings (Inspire Brands family of restaurants) from 2018 to 2023, where he led a team on the revitalization of the Buffalo Wild Wings brand, re-embracing its sports bar heritage, evolving the restaurant design, revamping the menu, which was recognized with the 2020 MenuMasters award for Best Menu Revamp, and launching the Buffalo Wild Wings GO sub-brand. From 2016 to 2018, Mr. Tick served as Managing Director, Boots Retail USA for Walgreens Boots Alliance, where he led the re-organization and scaling of the beauty brands business in the Americas establishing No7 as the leading mass anti-aging serum brand in the United States. From 2011 to 2015, he served in global and North American marketing leadership roles at Bacardi, leading the white spirits portfolio, where he was instrumental in unlocking new growth in the United States and scaling the Grey Goose brand internationally. Prior to Bacardi, Mr. Tick served in various executive leadership roles at marketing and advertising agencies, including at J. Walter Thompson, Gotham, and McGarryBowen.
Interim Chief Executive Officer C. Bradford (“Brad”) Richmond commented, “We are delighted to welcome Lyle to the BJ’s team. Lyle has a history of leading iconic brands to unlock new chapters of growth and drive consumer relevance. Lyle’s strategic customer focus and passion for brand clarity will enable BJ’s to enhance its relevance and awareness. In addition to his experience and affinity for the casual dining space, Lyle’s extensive experience with consumer goods and spirit brands will bring a fresh perspective to our marketing, innovation, culinary, beverage and brewing teams. I believe he will be a great addition and complement to our leadership team.”
Lea Anne S. Ottinger, the Company’s Board Chair added: “Both Lyle and Brad hail from well-recognized, leading restaurant companies where they have demonstrated successful strategy development and implementation, growth in sales and profitability, and business model enhancements. In addition, Lyle’s consumer goods experience brings an added perspective to foster the growth of our brand. The addition of Lyle and Brad strengthens and supplements the capacity and capabilities of our leadership team. With the added resources, we feel confident in the team’s ability to deliver enhanced financial outcomes and increase shareholder value.”
Mr. Tick commented, “I am thrilled to join BJ’s as it shapes its next chapter of growth and prosperity delivering on its values and brand promise to guests and team members as well as delivering value for its shareholders and other stakeholders. I look forward to working with Brad and the leadership team to drive increased awareness of the BJ’s brand as well as higher sales, traffic and margin improvement to position the Company for ongoing growth and an increased share of market.”
About BJ’s Restaurants, Inc.
BJ’s Restaurants, Inc. is a national brand with brewhouse roots where Craft Matters®. BJ’s broad menu has something for everyone: slow-roasted entrees, like prime rib, BJ’s EnLIGHTened Entrees® including Cherry Chipotle Glazed Salmon, signature deep-dish pizza and the often imitated, but never replicated world-famous Pizookie® dessert. The winner of the 2024 Vibe Vista Award for Best Overall Beverage Program for Multi-Unit Chain Restaurants and the most decorated restaurant-brewery in the country, BJ’s has been a pioneer in the craft brewing world since 1996 and takes pride in serving BJ’s award-winning proprietary handcrafted beers, brewed at its brewing operations in four states and by independent third-party craft brewers. The BJ’s experience offers high-quality ingredients, bold flavors, moderate prices, sincere service, and a cool, contemporary atmosphere. Founded in 1978, BJ’s owns and operates over 200 casual dining restaurants in 31 states. All restaurants offer dine-in, take-out, delivery and large party catering. For more BJ’s information, visit http://www.bjsrestaurants.com.
Forward-Looking Statements Disclaimer
Certain statements in the preceding paragraphs and all other statements that are not purely historical constitute “forward-looking” statements for purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Such statements include, but are not limited to, those regarding expected comparable restaurant sales and margins, total potential domestic capacity, the success of various sales-building and productivity initiatives, future guest traffic trends, on and off-premises sales trends, cost savings initiatives and the number and timing of new restaurants expected to be opened in future periods. These “forward-looking” statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those projected or anticipated. Factors that might cause such differences include, but are not limited to: (i) any inability or failure to successfully and sufficiently raise menu prices to offset rising costs, (ii) any inability to manage new restaurant openings, (iii) construction delays, (iv) wage inflation and competitive labor market conditions which may result in staffing shortages, (v) the impact of any union organizing efforts at our restaurants and our responses to such efforts, (vi) increases in minimum wage and other employment related costs, including compliance with the Patient Protection and Affordable Care Act and minimum salary requirements for exempt team members, (vii) the effect of credit and equity market disruptions on our ability to finance our continued expansion on acceptable terms, (viii) food quality and health concerns and the effect of negative publicity about us, our restaurants, other restaurants, or others across the food supply chain, due to food borne illness or other illnesses or other reasons, whether or not accurate, (ix) factors that impact California, Texas and Florida, where a substantial number of our restaurants are located, (x) restaurant and brewery industry competition, (xi) impact of certain brewing business considerations, including without limitation, dependence upon suppliers, third party contractors and distributors, and related hazards, (xii) consumer spending trends in general for casual dining occasions, (xiii) potential uninsured losses and liabilities due to limitations on insurance coverage, (xiv) fluctuating commodity costs and availability of food in general and certain raw materials related to the brewing of our craft beers and energy requirements, (xv) trademark and service-mark risks, (xvi) government regulations and licensing costs, including beer and liquor regulations, (xvii) loss of key personnel, (xviii) inability to secure acceptable sites, (xix) legal proceedings, (xx) the success of our key sales-building and related operational initiatives, (xxi) any failure of our information technology or security breaches with respect to our electronic systems and data, and (xxii) numerous other matters discussed in the Company’s filings with the Securities and Exchange Commission, including its recent reports on Forms 10-K, 10-Q and 8-K. The “forward-looking” statements contained in this press release are based on current assumptions and expectations, and BJ’s Restaurants, Inc. undertakes no obligation to update or alter its “forward-looking” statements whether as a result of new information, future events or otherwise.
For further information, please contact Brad Richmond of BJ’s Restaurants, Inc. at (714) 500-2400.
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BJs Restaurants (NASDAQ:BJRI)
過去 株価チャート
から 9 2024 まで 10 2024
BJs Restaurants (NASDAQ:BJRI)
過去 株価チャート
から 10 2023 まで 10 2024