UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
0-20574 |
|
51-0340466 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
of incorporation) |
|
|
|
|
26901 Malibu Hills Road
Calabasas Hills, California 91301
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(818) 871-3000
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On May 20, 2009, the Board of Directors of The Cheesecake Factory Incorporated (the Company) approved amendments to the Companys Bylaws relating to stockholder nominations of persons to be elected to the Companys Board of Directors and the timeliness of such nominations.
The Amended and Restated Bylaws are attached as Exhibit 3.8, with changes marked by strike-through or underline, to this report and are hereby incorporated by reference herein.
SECTION 8 OTHER EVENTS
In a press release dated May 26, 2009, the Company announced that it will present at the Goldman Sachs Lodging, Gaming, Restaurant and Leisure Conference 2009 in New York City on June 2, 2009 at 9:00 a.m. Eastern Time. David Overton, Chairman and CEO, and W. Douglas Benn, Executive Vice President and CFO, will present on behalf of the Company.
The presentation will be webcast on the Companys website at thecheesecakefactory.com and can be accessed by clicking on the Investors link from the home page and the conference webcast link at the top of the page. An archive of the webcast will be available following the live presentation for 30 days.
The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.
In a separate press release dated May 27, 2009, the Company announced the results of its Annual Meeting of Stockholders, which was held on May 20, 2009.
Stockholders voted to reelect independent directors Alexander L. Cappello and Jerome I. Kransdorf to the Companys Board of Directors. In addition, stockholders elected David B. Pittaway, also an independent director, to fill the vacancy resulting from the retirement of Wayne H. White. In addition to serving on the Board of Directors, Mr. Pittaway will serve on the Audit Committee. Each of the directors elected will serve a term that expires at the Companys 2011 Annual Meeting of Stockholders and until respective successors shall be elected and qualified. In 2011, all directors will stand for election to one-year terms as a result of the elimination of the Companys classified board structure, which stockholders approved last year.
Stockholders also ratified the selection of PricewaterhouseCoopers LLP to serve as the Companys independent registered public accounting firm for fiscal 2009, which ends on December 29, 2009. Proposals to amend the Companys Certificate of Incorporation to remove certain supermajority voting provisions and to permit stockholder action by written consent in certain circumstances did not receive the requisite number of votes and were therefore not approved by stockholders.
2
The results of the vote taken for each proposal are as follows:
Proposal 1: Election of Directors
Name |
|
For |
|
Withheld |
|
Alexander L. Cappello |
|
36,889,552 |
|
19,734,046 |
|
Jerome I. Kransdorf |
|
33,728,373 |
|
22,895,225 |
|
David B. Pittaway |
|
55,955,152 |
|
668,446 |
|
Proposal 2: Approval of Amendments to the Companys Certificate of Incorporation to Remove Certain Supermajority Voting Provisions
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
47,109,817 |
|
241,968 |
|
31,951 |
|
9,239,862 |
|
Proposal 3: Approval of Amendments to the Companys Certificate of Incorporation to Permit Stockholder Action by Written Consent
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
46,575,303 |
|
783,683 |
|
24,749 |
|
9,239,863 |
|
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 29, 2009
For |
|
Against |
|
Abstain |
|
55,309,287 |
|
1,281,829 |
|
32,482 |
|
The full text of the press release is attached as Exhibit 99.2 to this report and is hereby incorporated by reference herein.
3
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.8 |
|
Amended and Restated Bylaws |
99.1 |
|
Press release dated May 26, 2009 entitled, The Cheesecake Factory to Present at the Goldman Sachs Lodging, Gaming, Restaurant and Leisure Conference 2009 |
99.2 |
|
Press release dated May 27, 2009 entitled, The Cheesecake Factory Holds Annual Meeting of Stockholders |
4
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.
Date: May 27, 2009 |
THE CHEESECAKE FACTORY INCORPORATED |
|
|
|
|
|
|
|
|
By: |
/s/ W. DOUGLAS BENN |
|
|
W.
Douglas Benn |
5
Exhibit |
|
Description |
3.8 |
|
Amended and Restated Bylaws |
|
|
|
99.1 |
|
Press release dated May 26, 2009 entitled, The Cheesecake Factory to Present at the Goldman Sachs Lodging, Gaming, Restaurant and Leisure Conference 2009 |
|
|
|
99.2 |
|
Press release dated May 27, 2009 entitled, The Cheesecake Factory Holds Annual Meeting of Stockholders |
6