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
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Date of Report (Date of earliest event reported): June 17, 2026 |
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BJ’S RESTAURANTS, INC. (Exact name of registrant as specified in its charter) |
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California
(State or other jurisdiction
of incorporation) |
0-21423
(Commission
File Number) |
33-0485615
(IRS Employer
Identification No.) |
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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:
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Title of Each Class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, No Par Value |
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BJRI |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The Board of Directors, upon the recommendation of the Compensation Committee and its compensation consultant, approved the following amended compensation for non-employee directors:
•an annual cash retainer of $80,000, payable in quarterly installments (an increase of $5,000);
•an annual restricted stock unit award of $140,000, with the share count to be determined based on the applicable share price equal to the average of the closing share prices of the Company’s common stock for the twenty (20) trading days ending on and including the grant date, which vests one year from the date of grant (an increase of $15,000);
•an annual cash retainer of $15,000, $10,000, $10,000 and $10,000, respectively, for the members of the Audit Committee, Compensation Committee, Finance Committee and Governance and Nominating Committee, payable in quarterly installments (an increase of $2,500 for the members of the Audit Committee);
•an annual cash retainer of $25,000, $22,500, $22,500 and $20,000, respectively, for the chairs of the Audit Committee, Compensation Committee, Finance Committee and Governance and Nominating Committee, payable in quarterly installments (an increase of $2,500 for the Compensation Committee Chair);
•an additional annual cash retainer of $60,000 to any non-employee Chair of the Board, payable in quarterly installments (an increase of $5,000);
•an additional annual restricted stock unit award of $70,000 to any non-employee Chair of the Board, with the share count to be determined based on the applicable share price equal to the average of the closing share prices of the Company’s common stock for the twenty (20) trading days ending on and including the grant date, which vests one year from the date of grant (an increase of $10,000);
•payment in arrears of Finance Committee compensation to the date the Committee was first established; and
•an initial equity award to non-employee directors upon joining the Board that is a prorated portion of the annual equity award, effective the beginning of the quarter they join.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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104 |
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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.
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June 23, 2026 |
BJ’S RESTAURANTS, INC. (Registrant) |
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By: /s/ LYLE D. TICK Lyle D. Tick, Chief Executive Officer and President (Principal Executive Officer) |