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EX-99 - EXHIBIT 99.1 - BUFFALO WILD WINGS INCex99-1.htm


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  November 21, 2014

 

  

BUFFALO WILD WINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Minnesota

 

000-24743

 

31-1455915

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5500 Wayzata Boulevard, Suite 1600

Minneapolis, Minnesota

 

55416

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code

952-593-9943

 

 

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):

 

☐     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))

 



 
 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

 

On November 21, 2014, our board of directors increased its size to eight directors and elected Cindy L. Davis to serve as a director and fill the newly created vacancy. Ms. Davis will serve until the next annual meeting of shareholders and until her successor is duly elected and qualified. The board has determined not to name her to any committees at this time. Ms. Davis initially will participate in the company’s standard compensation program for non-employee directors, as disclosed in the proxy statement relating to our 2014 annual meeting of shareholders.

 

There are no current or proposed transactions in which Ms. Davis, or any member of her immediate family, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

 

Item 8.01.

Other Events

 

On November 26, 2014, we issued a press release announcing Ms. Davis’s election to our board of directors. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit

Description

99.1

Press Release dated November 26, 2014.

 

 
 

 

 

SIGNATURE

 

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.

 

 

BUFFALO WILD WINGS, INC.

 
       

Date: November 26, 2014

By

/s/ Emily C. Decker

 
   

Emily C. Decker

 
   

Senior Vice President, General Counsel and Secretary

 

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

Manner of Filing

99.1

Press Release dated November 26, 2014

Filed Electronically