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)
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Delaware |
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0-20574 |
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51-0340466 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification |
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of incorporation) |
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No.) |
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))
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ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
In a press release dated June 4, 2010, The Cheesecake Factory Incorporated (“Company”) announced the results of its Annual Meeting of Stockholders, which was held on June 2, 2010.
Stockholders voted to reelect independent directors Allen J. Bernstein and Thomas L. Gregory to the Company’s Board of Directors. Each director elected will serve a term that expires at the Company’s 2011 Annual Meeting of Stockholders. In 2011, all directors will stand for election to one-year terms as a result of the elimination of the Company’s classified board structure, which stockholders approved at the 2008 Annual Meeting of Stockholders.
Stockholders also approved the Company’s 2010 Stock Incentive Plan and 2010 Amended and Restated Annual Performance Incentive Plan. In addition, stockholders ratified the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal 2010, which ends on December 28, 2010.
The results of the vote taken for each proposal are as follows:
Proposal 1: Election of Directors
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Name |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Allen J. Bernstein |
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37,354,879 |
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14,753,455 |
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51,222 |
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4,321,885 |
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Thomas L. Gregory |
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46,989,214 |
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5,121,851 |
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48,491 |
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4,321,885 |
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Proposal 2: Approval of the 2010 Stock Incentive Plan
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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40,089,239 |
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12,020,069 |
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50,248 |
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4,321,885 |
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Proposal 3: Approval of the 2010 Performance Incentive Plan
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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47,517,352 |
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4,581,820 |
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60,384 |
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4,321,885 |
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Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 28, 2010
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For |
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Against |
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Abstain |
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55,350,868 |
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1,088,043 |
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42,530 |
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The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.
(d) Exhibits
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99.1 |
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Press release dated June 4, 2010 entitled “The Cheesecake Factory Holds Annual Meeting of Stockholders” |
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.
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Date: June 4, 2010 |
THE CHEESECAKE FACTORY INCORPORATED |
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By: |
/s/ W. Douglas Benn |
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W. Douglas Benn |
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Executive Vice President and Chief Financial Officer |