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):

May 3, 2007

THE CHEESECAKE FACTORY INCORPORATED

(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)

 

Registrant’s 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 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

In a press release dated May 3, 2007, The Cheesecake Factory Incorporated announced that the Company’s Board of Directors has unanimously appointed Agnieszka Winkler to the Board of Directors, effective May 3, 2007.

Concurrent with Ms. Winkler’s appointment, Karl Matthies, whose previously announced resignation was to become effective at the Company’s Annual Meeting of Stockholders on May 22, 2007, has accelerated his resignation, effective May 3, 2007.   As previously announced, the reason for Mr. Matthies’ resignation as a director is to allow him more time to dedicate to his firm, Bellagio Partners, a private investment management and consulting company, and is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies and practices.   Ms. Winkler will fill Mr. Matthies’ vacated seat.  Ms. Winkler’s term will expire at the Company’s Annual Meeting of Stockholders to be held in 2008 and she will be subject to election at that meeting.

The full text of the press release is attached as Exhibit 99.1 to this report and is herein incorporated by reference.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)         Exhibits

99.1                           Press release dated May 3, 2007 entitled, “The Cheesecake Factory Appoints New Member to its Board of Directors”

 

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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.

Date:   May 4, 2007

 

THE CHEESECAKE FACTORY INCORPORATED

 

 

 

 

 

 

 

By:

/s/ MICHAEL J. DIXON

 

 

Michael J. Dixon
Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit

 

Description

 

99.1

 

Press release dated May 3, 2007 entitled, “The Cheesecake Factory Appoints New Member to its Board of Directors”

 

 

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