BJRI

BJ's Restaurants, Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by BJ's Restaurants, Inc. (NASDAQ: BJRI) on June 17, 2026. The report details corporate governance actions taken by the Board of Directors regarding the compensation structure for non-employee directors.

Key Financial Metrics

The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive and director compensation adjustments.

Material Changes

The Board approved an amendment to the compensation plan for non-employee directors, effective immediately. Key changes include:

• Base Retainer: Increased from $75,000 to $80,000 annually (a $5,000 increase).
• Equity Award: Increased from $125,000 to $140,000 annually in Restricted Stock Units (RSUs) (a $15,000 increase).
• Committee Retainers:
  • Audit Committee members: Increased by $2,500 to $15,000 annually.
  • Compensation Committee Chair: Increased by $2,500 to $22,500 annually.
  • Other committee members (Compensation, Finance, Governance): Retainers remain at $10,000 annually.
• Board Chair Compensation:
  • Cash retainer increased by $5,000 to $60,000 annually.
  • Additional RSU award increased by $10,000 to $70,000 annually.
• New Provisions:
  • Payment in arrears for Finance Committee members dating back to the committee's establishment.
  • Initial prorated equity awards for new directors joining the Board.

Guidance, Outlook, and Risks

The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of material risks and contingencies. The RSU share counts are determined based on the average closing share price over the 20 trading days ending on the grant date and vest one year from the grant date.

Investor Verification Checklist

• Verify the exact grant date to determine the share price used for the new RSU awards.
• Review the total number of non-employee directors to calculate the aggregate annual cost increase to the company.
• Confirm the specific date the Finance Committee was established to assess the magnitude of the "payment in arrears" liability.
• Check subsequent filings for the actual issuance of shares corresponding to the new equity awards.