AGM 2020

Sep 2, 2020

Hello and welcome to the Annual Meeting of Shareholders of BJ's Restaurants Inc. Please note that today's meeting is being recorded. Following the formal meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Jerry Dicely, Chairman of the Board of BJ's Restaurants Inc. Mr. Dicely, the floor is yours. Thank you, operator, and good morning, everybody. I'm Jerry Dicely, the Chairman of the Board of BJ's Restaurants Inc. On behalf of our Board of Directors and our company management, I'd like to welcome all shareholders and guests to our virtual Annual Shareholder Meeting this year. As many of you know, we usually hold our Annual Shareholders Meeting in June of each year. But as a result of the emergence of the COVID pandemic this past March, we thought it best to move our annual meeting to September with the hope that we would be able to hold an in person meeting as usual by then. But unfortunately, due to the continuing impact of the pandemic as well as social distancing restrictions under California state and local laws, we were unable to allow our shareholders to physically attend this year's meeting. Hopefully, we'll be in a position to return to our normal in person meeting next June. The twenty twenty Annual Meeting of the Shareholders of BJ's Restaurants Inc. Is now called to order. Our agenda today will include the formal business of the shareholder meeting as described in our proxy statement. After the formal shareholders meeting is adjourned, we'll take some additional time to answer questions from shareholders. As the operator mentioned, if you wish to ask a question, please do so by clicking on the message icon at the top of your computer screen. Once the window opens, you may enter a question or comment in the Ask a Question field at the bottom of your screen and then click on the arrow icon on the right to submit your question or comment. Before I begin the formal meeting, I'd like to introduce our senior leadership team. First, I'm very pleased to introduce Greg Trojan, our Chief Executive Officer, is here with us today. In addition to Greg, we have Greg Levin, who is also with us today, our President and Chief Financial Officer. And we also have several of our senior leadership team members who are also with us remotely today. Alain Ledwyth, our EVP of Operations Greg Linns, our EVP and Chief Development Officer Kevin Mayer, our EVP and Chief Marketing Officer Kendra Miller, our EVP and General Counsel Alex Fuechner, our Senior VP of Brewing Operations Chris Pinzak, our Senior VP of Operations Brian Krakauer, our Senior VP and Chief Information Officer Scott Rodriguez, our Senior VP of Culinary and Kitchen Innovation Jake Gild, our Senior VP and Chief Accounting Officer and Rob DeLima, the President of our BJ's Restaurants Foundation and BJ's Give a Slice Foundation. In addition to our senior leadership, we also have some other company officers and team members with us remotely. I'd like to just take this opportunity to thank all of them for all of their hard work and contributions to BJ's during this past fiscal year. And most importantly, during the last six months in terms of effectively navigating and managing our company through the awful impact of the pandemic on all restaurant businesses on our business and operations. I'd also like to introduce and thank both Mike Gottlieb, our engagement partner from the accounting firm Ernst and Young LLP, our independent registered public accountants and Rob Steinberg of the law firm Elkins, Kalt, Weintraub, Rubin, Gartseid, LLP. Rob is our outside Securities and Governance Counsel. And I'd like to thank both of you gentlemen for being on our call today. Mike Gottlieb will be available to respond to any accounting and audit related questions raised by shareholders during our Q and A period in our agenda later this morning. Now on to the formalities of today's shareholder meeting. The polls for voting on all matters before the meeting remain open. If you are a shareholder of record and have not voted and wish to change your vote, you may do so now by clicking on the link provided online. Any shareholder who has already voted and does not want to change their vote do not need to take any further action at this time. On 07/21/2020, notice of the meeting was mailed to shareholders of record as of the close of business on 07/09/2020. A copy of this notice of the meeting together with an affidavit of mailing will be filed by the Secretary with the minutes of this meeting. The Board of Directors of the company has appointed Mr. Jim Hunter of Computershare, the company's transfer agent, to also act as our Inspector of Election to count the votes that are represented and exercised at this meeting. The inspector of election has submitted to the secretary his oath as inspector, which has been duly subscribed by him and which the secretary shall file with the minutes of this meeting. I have received the certification of quorum duly executed by the inspector of election stating that a majority of the outstanding shares are represented at this meeting either in person or by proxy. The certification of quorum will be filed with the minutes of the meeting and the final tabulation of shares represented will be presented later. We will now proceed to the election of the 10 directors previously submitted as nominees by the Board of Directors as described in the proxy statement as follows in alphabetical order: Peter A. Bassi, Larry D. Bautz, James A. Del Pozo, Gerald W. Deitchley, Noah A. L. Bogan, Leanne S. Otttinger, Keith E. Pascal, Janet M. Sherlock, Gregory A. Trojan and Patrick E. Walsh. I would now like to introduce the nominees for Director in alphabetical order. Pete Bassi, the retired Chairman of Yum! Restaurants International. Pete also serves as our Lead Independent Director and the Chairperson of our Governance and Nominating Committee. Larry Bautz, an Investor and Business Advisor. Larry is the former Chairman and Chief Executive Officer of Six Flags Theme Parks. Larry also serves as the Chairperson of our Audit Committee. Jim Del Pozo, Jim is Chairman of the Board of the Jack Mar Companies and has been on our Board for, I believe, about twenty years now. Noah Elbogen is a partner at ACT3 Holdings LLC. Ms. Leanne Otttinger, she is a strategic business consultant and managing partner of LMR Advisors. Leanne is also the Chairperson of our Compensation Committee. Keith Pascal, Partner at Act III Holdings, who joined our Board this past May in connection with our $70,000,000 equity transaction. We're welcome very welcomed to have Keith on our Board Janet Schirbach, Chief Information Officer of Ralph Lauren Corporation Greg Chogen, our CEO Patrick Walls, who is the Chief Executive Officer of Town Sports International Holdings, Inc. And he's the Managing Member and Chief Executive Officer of PW Partners LLC and PW Partners Atlas Funds LLC. And I'm Jerry Deichele, Chairman of the Board and retired CEO of BJ's Restaurants, Inc. We will also vote today on the following proposals: First, the approval on an advisory and nonbinding basis of the compensation of our named executive officers and finally, the ratification of the Board's appointment of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal year 2020. Each of these proposals is fully described in our proxy statement, a copy of which was previously mailed to shareholders of record and filed with the Securities and Exchange Commission. Voting is now closed. Based on the preliminary review of all of the votes cast, Jim Hunter, our Inspector of Election has provided me with a report regarding the election of directors and the two shareholder proposals voted upon. After examining the report of the Inspector of Election, I hereby declare that 10 nominees for Director, namely Gerald W. Deitchley, Gregory A. Trojan, Peter A. Bassi, Larry D. Bautz, James A. D'Opposo, Noah A. Lovogan, Leanne S. Ottinger, Keith E. Pascal Janadem Sherbaugh and Patrick D. Walsh have been elected directors of the company to serve until the next annual meeting of shareholders or until their successors are elected and qualified. With regard to the proposal to approve on an advisory and nonbinding basis, the compensation of named executive officers as described in the proxy statement and after examining the report of the inspector of election, I hereby declare that a majority of shareholders have approved on an advisory and nonbinding basis the compensation of named executive officers as described in the proxy statement. With regard to our Audit Committee selection of Ernst and Young LLP as the company's independent registered public accounting firm for fiscal year 2020, along with the full Board's concurring recommendation and after examining the report of the Inspector of Election, I hereby declare that the selection of Ernst and Young LLP as the company's independent registered public accounting firm for fiscal year 2020 has been ratified and approved by a majority of shareholders. As usual, we will report the results of all shareholder votes on Form eight ks to be filed with the Securities and Exchange Commission within the next couple of days. Well, that concludes the formal portion of our meeting, and the meeting is hereby adjourned. We will now be happy questions that have been electronically submitted this morning. Again, questions can be submitted by clicking on the message icon at the top of your screen. I'd like to introduce Rhonda Schirmer, our Director of SEC Reporting, who will read us questions that have been submitted. Rhonda, do we have any questions? Jerry, we do not have any questions at this time. Well, we have no questions. As I previously mentioned, the final report of today's voting results will be available on the SEC's website in the next couple of days. And just in closing, on behalf of the Board of Directors and Greg Trojan and the management team of BJ's Restaurants, I'd just like to just once again thank you for your continuing support as the company continues to effectively manage its way through the impact of the pandemic. We all continue to have very strong confidence in our ability to eventually come out the other side of this with a solid competitive position and continued opportunities for growth and expansion. With that, we will conclude and say goodbye. Thank you, everyone. This concludes the meeting. You may now disconnect.