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    BJ's Restaurants Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    6/23/26 4:30:17 PM ET
    $BJRI
    Restaurants
    Consumer Discretionary
    Get the next $BJRI alert in real time by email
    8-K
    false000101348800010134882026-06-172026-06-17

     

    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 17, 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 5.02 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

     

    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 23, 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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