BJ's Restaurants Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On November 14, 2025, BJ’s Restaurants, Inc. (the “Company”) entered into an Amendment to Cooperation Agreement (the “Amendment) with Act III Holdings, LLC (“Act III Holdings”), Act III Management, LLC (“Act III Management”), BJ’s Act III, LLC (“BJ’s Act III”), and SC 2018 Trust LLC (the “2018 Trust” and, collectively with Act III Holdings, Act III Management, and BJ’s Act III, the “Act III Parties”), which amended its Cooperation Agreement (the “Act III Cooperation Agreement’), dated December 30, 2024, between the Company and the Act III Parties.
The Amendment (i) extended the expiration date of the Act III Cooperation Agreement to June 30, 2027 from May 4, 2027, and (ii) amended the standstill restrictions to permit the Act III Parties and their respective Affiliates to acquire additional beneficial ownership of the Company’s Common Stock so long as such beneficial ownership does not result in Act III and its Affiliates owning or having economic exposure equal to, in the aggregate, more than 2,091,011 shares of Company Common Stock (representing approximately 9.9% of the Company’s outstanding Common Stock as of the date of the Amendment), but excluding shares currently owned by Noah Elbogen or acquired by him after the date of the Amendment as a result of equity grants made to him in connection with his service on the Company’s Board of Directors (the “Act III Ownership Cap”).
A summary of the Act III Cooperation Agreement, as amended by the Amendment, is set forth below:
(i) The Act III Parties will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of beneficial ownership of or otherwise having economic exposure in aggregate amount in excess of the Act III Ownership Cap, proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions;
(ii) The Act III Parties will vote all shares of Common Stock beneficially owned by them in accordance with the Board’s recommendations with respect to (1) the election, removal and/or replacement of directors of the Company and (2) any other proposal submitted to shareholders, subject to certain exceptions relating to extraordinary transactions and recommendations made by Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC;
(iii) Each party agrees not to disparage or sue the other party, subject to certain exceptions; and
(iv) At the Company’s request, the Act III Parties will make their personnel and management available to collaborate with and support the Company’s management on key initiatives or organizational enhancements (including, without limitation, culinary, supply chain, marketing, design, technology and recruiting).
(v) Unless otherwise mutually agreed to in writing by each party, this Act III Cooperation Agreement shall remain in effect until June 30, 2027.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Act III Cooperation Agreement which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on January 2, 2025, as amended by the Amendment attached hereto as Exhibit 10.1 and incorporated herein by this reference.
Item 9.01 Exhibits.
| Exhibit No. | Description | |
| 10.1 | ||
| 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.
| November 17, 2025 |
BJ’S RESTAURANTS, INC. (Registrant)
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By: |
/s/ LYLE D. TICK | |
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Lyle D. Tick, Chief Executive Officer, President, and Director | |