Attached files
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EX-99.1 - EXHIBIT 99.1 - P F CHANGS CHINA BISTRO INC | c15894exv99w1.htm |
EX-10.40 - EXHIBIT 10.40 - P F CHANGS CHINA BISTRO INC | c15894exv10w40.htm |
EX-10.39 - EXHIBIT 10.39 - P F CHANGS CHINA BISTRO INC | c15894exv10w39.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2011
P.F. Changs China Bistro, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-25123 | 86-0815086 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
7676 E. Pinnacle Peak Road, Scottsdale, Arizona |
85255 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (480) 888-3000
(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:
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 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
P.F. Changs China Bistro, Inc. Amended and Restated 2006 Equity Incentive Plan
At the Annual Meeting of Stockholders held on April 19, 2011, the stockholders of P.F. Changs
China Bistro, Inc. (the Company) approved the revised performance criteria for performance awards
granted under the Companys Amended and Restated 2006 Equity Incentive Plan (the Equity Incentive
Plan). The stockholders were not asked to approve an increase in the number of shares issuable
under the Equity Incentive Plan or any other amendment. The Companys Compensation and Executive
Development Committee had previously approved the proposed amendments to the Equity Incentive Plan.
The Equity Incentive Plan is a performance-based compensation plan designed to comply with Section
162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)). To qualify as
performance-based compensation, the payment of any award or bonus under the Equity Incentive Plan
must be made contingent upon the achievement of one or more of the performance criteria identified
in the Equity Incentive Plan. Stockholder approval of these performance criteria is required under
Section 162(m) for the Company to be able to fully deduct the amount or value of the performance
awards or bonuses as compensation expense.
The Equity Incentive Plan is described in detail in the Companys 2010 proxy statement filed with
the Securities and Exchange Commission in connection with the annual meeting of stockholders held
on April 19, 2011. This summary does not purport to be complete and is qualified in its entirety by
reference to the Equity Incentive Plan, filed herewith as Exhibit 99.1.
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers;
Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers.
On April 20, 2011, the Company entered into Executive Employment Agreements with Lane Cardwell and
Kevin Charles (KC) Moylan in connection with Mr. Cardwells appointment as President of the
Companys China Bistro concept and Mr. Moylans appointment as President of the Companys Pei Wei
Asian Diner concept (the Executive(s)). The initial term of each agreement is three years. The
term of each agreement will automatically renew for subsequent one-year terms unless the Company or
the Executive provide notice of termination as set forth in the agreement. Under the agreement, Mr.
Cardwells initial annual base salary is $350,000 and Mr. Moylans initial annual base salary is
$300,000. The Executives are also entitled to incentive compensation and benefits as determined by
the Company. The agreements prohibit the Executives from competing with the Company in the area of
Chinese and Asian food concepts during the greater of the remainder of the term of the agreement or
for one (1) year after termination.
If the Executives employment is terminated without Cause (as defined in the agreement), each
Executive will be entitled to (a) a severance payment equal to the greater of one and one-half
(1-1/2) times the Executives base salary at termination or the salary payments due for the
remainder of the term of the agreement, (b) a payment equal to one and one-half (1-1/2) times the
average annual cash bonus paid to the Executive during the term of the agreement, or if less than
one year has been completed under the terms of the agreement, then one and one-half (1-1/2) times
the average cash bonus paid during the prior three years, (c) credit upon the date of termination
with an additional eighteen (18) months of vesting service solely for purposes of determining the
vested portions of the Executives equity and equity-based awards, and (d) the continuation of
group health benefits for up to eighteen (18) months.
If the Executives employment is terminated without Cause or the Executive resigns for Good
Reason within 24 months following a Change in Control (as defined in the agreement), he will be
entitled to (a) a severance payment equal to the greater of two (2) times the Executives base
salary at termination or the salary payments due for the remainder of the term of the agreement,
(b) a payment equal to the greater of two (2) times the average annual cash bonus paid to the
Executive during the term of the agreement or the Executives annual bonus target, (c) accelerated
vesting of all of the Executives unvested equity-based awards and extension of their exercise
period for up to three (3) years, and (d) the continuation of group health benefits for up to
eighteen (18) months.
This summary does not purport to be complete and is qualified in its entirety by reference to the
Executive Employment Agreements, which are attached as Exhibits 10.39 and 10.40.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 19, 2011, the Company held its Annual Meeting of Stockholders (the Meeting). The total
number of shares of the Companys common stock, par value of $0.001 per share, voted in person or
by proxy at the Meeting was 20,342,579, representing approximately 89% of the 22,843,523 shares
outstanding and entitled to vote at the Meeting. The number of votes cast for, against or
withheld, as well as abstentions and broker non-votes, if applicable, with respect to each matter
is set out below.
1) | The proposal to elect the nominees listed below as directors of the Company, each to serve
until the Companys 2012 Annual Meeting of Stockholders and until his or her respective
successor is elected and qualified. |
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Kerrii B. Anderson |
18,915,331 | 136,004 | 1,460 | 1,289,784 | ||||||||||||
F. Lane Cardwell |
18,859,258 | 191,777 | 1,760 | 1,289,784 | ||||||||||||
Richard L. Federico |
18,346,745 | 698,888 | 7,162 | 1,289,784 | ||||||||||||
Lesley H. Howe |
18,914,519 | 136,516 | 1,760 | 1,289,784 | ||||||||||||
Dawn E. Hudson |
18,799,266 | 251,769 | 1,760 | 1,289,784 | ||||||||||||
M. Ann Rhoades |
18,799,320 | 251,690 | 1,785 | 1,289,784 | ||||||||||||
James G. Shennan, Jr. |
18,724,421 | 326,045 | 2,329 | 1,289,784 | ||||||||||||
R. Michael Welborn |
18,859,346 | 191,669 | 1,780 | 1,289,784 | ||||||||||||
Kenneth J. Wessels |
18,857,336 | 193,679 | 1,780 | 1,289,784 |
2) | The proposal to ratify the selection of KPMG LLP as the Companys independent registered
public accounting firm for the fiscal year ending January 1, 2012. |
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Ratification of KPMG
LLP |
20,321,163 | 21,030 | 386 | |
3) | The proposal to approve the revised performance criteria under the P.F. Changs China Bistro,
Inc. Amended and Restated 2006 Equity Incentive Plan. |
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Revised performance
criteria |
17,798,007 | 1,226,225 | 28,563 | 1,289,784 |
4) | The proposal on the advisory vote on executive compensation. |
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Advisory vote on
executive compensation |
18,220,579 | 287,806 | 544,410 | 1,289,784 |
5) | The proposal on the advisory vote on the frequency of a stockholder vote on executive
compensation. |
Broker | ||||||||||||||||||||
1 Year | 2 Years | 3 Years | Abstain | Non-Votes | ||||||||||||||||
Frequency of
advisory vote on
executive
compensation |
16,267,457 | 4,988 | 2,748,467 | 31,883 | 1,289,784 |
Based on the voting results of proposal number 5 above and its consideration of the appropriate
frequency for the Company at this time, the Companys board of directors has elected to hold an
advisory vote on executive compensation each year.
6) | The proposal to adjourn the meeting to another time or place, if necessary in the judgment of
proxy holders, for the purpose of soliciting additional proxies in favor of any of the
foregoing proposals. |
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Adjournment of
Meeting |
17,172,274 | 3,166,267 | 4,038 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||
99.1 | P.F. Changs China Bistro, Inc. Amended and Restated 2006 Equity Incentive Plan |
|||
10.39 | Executive Employment Agreement, dated April 20, 2011, between P.F. Changs
China Bistro, Inc. and Lane Cardwell |
|||
10.40 | Executive Employment Agreement, dated April 20, 2011, between P.F. Changs
China Bistro, Inc. and Kevin Charles (KC) Moylan |
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.
P.F. Changs China Bistro, Inc. |
||||
Date: April 25, 2011 | /s/ Mark D. Mumford | |||
Mark D. Mumford | ||||
Chief Financial Officer | ||||