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Form 8-K BJs RESTAURANTS INC For: Jun 11

June 15, 2026 4:31 PM
false000101348800010134882026-06-112026-06-11

 

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): June 11, 2026

 

BJ’S RESTAURANTS, INC.

 (Exact name of registrant as specified in its charter)

 

California
(State or other jurisdiction
of incorporation)

0-21423
(Commission
File Number)

33-0485615
(IRS Employer
Identification No.)

 

7755 Center Avenue

Suite 300

Huntington Beach, California

(Address of principal executive offices)

92647
(Zip Code)

 

Registrant's 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:

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07 Submission of Matters to a Vote of Security Holders

 

On June 11, 2026, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) approval, on an advisory and non-binding basis, of the compensation of named executive officers, and (iii) ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.

 

Election of Directors. Each of the following nominees for director was elected to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified.

 

 

Name

 

 

For

 

 

Withhold

 

Broker

Non-Votes

Bina Chaurasia

17,473,110

 

121,800

 

2,563,293

James A. Dal Pozzo

16,899,501

 

695,409

 

2,563,293

Noah A. Elbogen

 

17,307,936

 

286,974

 

2,563,293

Lea Anne S. Ottinger

16,907,566

 

687,344

 

2,563,293

C. Bradford Richmond

17,559,900

 

35,010

 

2,563,293

Julius W. Robinson, Jr.

 

17,568,177

 

26,733

 

2,563,293

Janet M. Sherlock

17,333,955

 

260,955

 

2,563,293

Lyle D. Tick

 

17,468,494

 

126,416

 

2,563,293

 

Advisory Vote on Executive Compensation. 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: 17,475,034 For; 110,111 Against; 9,765 Abstain. There were 2,563,293 broker non-votes.

Ratification of Accountants. The shareholders approved the ratification of KPMG LLP as our independent registered public accounting firm for the 2026 fiscal year. The following votes were cast on the ratification: 20,149,784 For; 2,486 Against; 5,933 Abstain. There were no broker non-votes.

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

June 15, 2026

BJ’S RESTAURANTS, INC.

(Registrant)

 

 

By:  /s/ LYLE D. TICK

Lyle D. Tick,

Chief Executive Officer and President

(Principal Executive Officer)

 

 


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