BJRI BJs Restaurants Inc

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):  August 28, 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:

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. ☐

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: August 28, 2024	By:	/s/ KENDRA D. MILLER
		Kendra Miller
		Executive Vice President and General Counsel

 

Exhibit 10.1

 

  

August 22, 2024

 

Mr. C. Bradford Richmond

 

 

Dear Brad:

 

BJ’s Restaurants, Inc. (the “Company” or “BJ’s”) is pleased that you have agreed to serve as Interim Chief Executive Officer of the Company.

 

The below summarizes the terms of your agreement with the Company with respect to your interim service.

 

1.                   Duties. The Company will employ you as its Interim Chief Executive Officer. In this capacity, you will perform such duties consistent with such position as the Company’s Board of Directors, in the exercise of its sole discretion, deems appropriate for that position. Additionally, in this capacity, 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. You will continue to serve your remaining term as a member of the Company’s Board of Directors during the term of your employment or until your earlier resignation or removal therefrom.

 

2.                   Employment Location. The principal location of your employment will be at the Company’s Restaurant Support Center in Huntington Beach, California. In light of the interim nature of your appointment, you will not be required to relocate to Southern California and the Company will provide the housing and travel allowances described in “Housing Allowance” and “Transportation Costs” below. In addition, you understand that you may be required to travel 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.                   Compensation. You will receive total compensation at a monthly rate of $100,000. Your compensation will be paid as follows: (i) $40,000 per month in the form of a bi-weekly gross salary of $18,461.54, payable in accordance with the Company’s payroll policies, as such policies may change from time to time (the “Salary”), plus (ii) an aggregate equity grant of $720,000 which shall be subject to the terms described in “Special Equity Award” below.

 

4.                   Special Equity Award. Subject to applicable securities laws and confirmation by the Company’s Compensation Committee of the Company’s Board of Directors, the Company will grant you a special equity award pursuant to the Company’s 2024 Equity Incentive Plan that will be valued at $720,000. You will receive this award in the form of 50% 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, if any, 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. 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. Subject to any acceleration in accordance with the 2024 Equity Incentive Plan, vesting for this award will occur upon termination of your services as Interim Chief Executive Officer based on the number of months you served in such capacity (rounded up for partial months) divided by twelve (12).

 

 

 

5.                   Housing Allowance. During the term of your service as Interim Chief Executive Officer you will be entitled to a housing allowance of $7,500 per month.

 

6.                   Annual Bonus and Equity Awards; Board Compensation. In light of the interim nature of your appointment, you will not be entitled to participate in the Company’s Performance Incentive Plan or any other cash bonus plan made available to management employees, and you will not be entitled to receive any annual equity award.

 

7.                   Board Compensation. During the term of your employment you will not be eligible to receive any separate compensation for your service as a member of the Company’s Board of Directors (other than continued vesting of previously-granted Board equity awards, and payment of the cash retainer for the full quarter ending September 30, 2024). In the event your services as Interim Chief Executive Officer terminate in 2025, you will be entitled to receive a pro rata portion of any cash Board retainers and Board equity awards for the remaining portion of calendar 2025.

 

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. 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.

 

9.                   Transportation Costs. You may be provided a company car for your use for Company business purposes while in Southern California or, if no such car is provided, you will be reimbursed for your out-of-pocket transportation expenses while in Southern California in accordance with the Company’s reimbursement policies. In addition, the Company will reimburse you for reasonable travel between your current residence and Orange County.

 

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 (or monthly cell phone allowance in accordance with Company policies) 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 our 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 taking paid time off, in light of their current work schedules and the Company’s business and operational requirements.

 

12.                 Term of Employment. The term of your employment shall commence on August 27, 2024 and end on August 22, 2025, unless earlier terminated by either party upon 30 days prior written notice.

 

13.                 Termination With or Without Cause. Although it is expected that you will serve as Interim Chief Executive Officer until a new Chief Executive Officer is appointed by the Board of Directors, your employment is at will and, subject to Section 12 above, may be terminated by you or the Company, at any time, with or without notice, and with or without cause. If the Company terminates your employment for any reason, on or after the Effective Date, you will be eligible to receive any accrued but unpaid compensation but shall not be entitled to any severance or other payments.

 

 

 

14.               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.

 

15.               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.

 

16.               Company Policies. In addition to any policies applicable to you in your capacity as a member of the Company’s Board of Directors, you will be required to comply with the Company’s policies and procedures, as they may be constituted from time to time, including but not limited to those set forth in BJ’s Restaurants Restaurant Support Center Handbook and Code of Integrity, Ethics and Conduct. Notwithstanding, the terms set forth in this Agreement or any other Board-approved written fully executed agreement between you and the Company shall prevail over conflicting Company policies and procedures.

 

17.               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 Paragraphs 14 and 15 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.

 

18.               At Will Employment. This letter is not intended to constitute a contract of employment but is merely intended to outline certain details of our offer of employment to you. 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.

 

19.               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.

 

 

 

 

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.

 

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 of BJ’s Restaurants, Inc.

 

 

I accept the above offer of employment with BJ’s Restaurants, Inc. on the terms described in this letter:

 

 

/s/ C. BRADFORD RICHMOND		08-22-24
C. Bradford Richmond		Date

 

 

 

 

 

 

EXHIBIT 99.1

BJ’s Restaurants, Inc. Announces Upcoming Senior Management Transition

HUNTINGTON BEACH, Calif., Aug. 28, 2024 (GLOBE NEWSWIRE) -- BJ's Restaurants, Inc. (Nasdaq: BJRI) (“BJ’s” or the “Company”) announced today that C. Bradford (“Brad”) Richmond, current BJ’s Board Director and former Chief Financial Officer of Darden Restaurants, Inc., has been appointed Interim Chief Executive Officer, effective August 28, 2024.

Mr. Richmond has served on the Company’s Board of Directors since February 2024 and will continue to serve on the Board during his interim appointment. He served as Chief Financial Officer of Darden Restaurants, Inc., the world’s largest full-service owner-operated restaurant company, from 2006 to 2015, and prior to that served as Darden’s Corporate Controller from 2005 to 2006. He previously held various executive-level finance and strategic planning roles at Olive Garden and Red Lobster since 1982. As a member of the Board of Directors of Coast Entertainment Holdings since 2017, he helped reposition the Main Event brand to drive significant growth, leading to an attractive acquisition by Dave & Busters.

Mr. Richmond commented: “I am honored to join BJ’s leadership team. The BJ’s brand is beloved by our loyal guests and team members. I look forward to the opportunity to build upon the Company’s commitment to our culture and brand promise during my interim service. I hope to enhance focus on and prioritization of the opportunities in front of us, as we usher in the next chapter of renewed growth and value creation. My experience as a Board Member has solidified my belief that we have tremendous potential to drive greater awareness of the BJ’s brand and continue its trajectory as a restaurant growth company.”

Lea Anne S. Ottinger, the Company’s Board Chair commented on the transition plans: “Since joining the Board, Brad has quickly assimilated and identified key opportunities for our Company. We believe his leadership style, combined with his depth of experience and expertise as an accomplished public company executive throughout a lengthy career with Darden, will drive operational excellence. His steady hand and disciplined approach to improving financial outcomes has produced a record of enhancing growth and profitability. In partnership with BJ’s leadership and field restaurant management teams, we expect Brad to guide the Company toward sustainable comparable sales, new unit restaurant growth and long-term shareholder value creation.”

Current Chief Executive Officer and President, Gregory (“Greg”) S. Levin, will step down from his executive positions and the Board of Directors, effective August 28, 2024. Ms. Ottinger commented further: “On behalf of our Board of Directors, we sincerely thank Greg for his combined 19 years of dedicated service to the Company as Chief Executive Officer & President and before that as Chief Financial Officer. During his tenure, Greg has been instrumental in helping evolve BJ’s into one of the leading growth brands in casual dining. He has played an essential role in strengthening our foundation and scaling the Company to 217 restaurants in 31 states, as well as stabilizing and rebuilding our business during these past few tumultuous years in our industry. Greg is a much beloved leader of our Company. We will build upon his commitment to our people, our guests and BJ’s heritage as well as his passion for our business as we continue to evolve the concept with Brad at the helm.”

Greg Levin commented, “It has been a pleasure to serve as a BJ’s executive for the last 19 years. I am proud of how we consistently focused on providing gracious hospitality and gold standard service to our guests, evolved to meet our guests’ and team members’ changing needs, and collectively helped establish BJ’s as a leader in the casual dining industry. Under the leadership of Brad, the BJ’s Board, and Executive Leadership Team, along with our thousands of incredible managers and team members in our restaurants across the country and in our Restaurant Support Center, I am confident BJ’s will continue to successfully execute on our growth initiatives and further enhance long-term shareholder value.”

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.

v3.24.2.u1

Cover	Aug. 28, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2024
Entity File Number	0-21423
Entity Registrant Name	BJ'S RESTAURANTS, INC.
Entity Central Index Key	0001013488
Entity Tax Identification Number	33-0485615
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	7755 Center Avenue, Suite 300
Entity Address, City or Town	Huntington Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92647
City Area Code	714
Local Phone Number	500-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	BJRI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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