Bjs Restaurants Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight members of the Board of Directors to serve until the next Annual Meeting and until their successors are elected and qualified.

2. 2

   Advisory Resolution on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (a “say on pay” vote).

   More detail

   This management proposal requests an advisory, non-binding affirmation of the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the Summary Compensation Table. Management and the Compensation Committee state they designed the program to attract, retain and motivate executives while aligning pay with long‑term shareholder value through a mix of base salary, performance-based annual cash incentives tied to weekly sales average and adjusted EBITDA, and long‑term equity awards (PSUs tied to relative TSR, RSUs and options). The proposal is routine but important as a governance signal: although non‑binding, a significant negative vote would prompt the Compensation Committee to consider changes and engage with shareholders. Context includes the Company’s 2025 performance (record revenue, comparable sales growth, improved margins, and increased adjusted EBITDA) and the Compensation Committee’s 2025 decisions to increase target bonus percentages for certain officers and emphasize PSUs (60% weighting) to reinforce long-term alignment. The Board recommends a FOR vote, arguing the program’s structure rewards sustained performance, mitigates excessive risk via caps and clawbacks, and aligns executives with shareholders through ownership guidelines and vesting practices. The Company discloses that the Compensation Committee considered peer data and retained an independent compensation consultant in determining pay levels and structures. While advisory, the vote serves as a feedback mechanism: management emphasizes that prior say‑on‑pay support (98% in 2025) validated its approach, but it will reassess if shareholder concerns are significant. Key governance features—clawback policy, prohibition on hedging/pledging, and stock ownership requirements—are highlighted by management to justify the recommendation and to address investor concerns about alignment and risk. Overall, the proposal asks shareholders to endorse the disclosed compensation philosophy, implementation, and outcomes for Named Executive Officers for fiscal 2025, while the Board frames a FOR vote as supportive of continued alignment between pay and long-term performance.

3. 3

   Ratification of Appointment of Independent Auditor

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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When is the Bjs Restaurants Inc 2026 annual meeting?

Bjs Restaurants Inc (BJRI) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Bjs Restaurants Inc 2026 meeting?

The record date for the Bjs Restaurants Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bjs Restaurants Inc's 2026 meeting?

The board is presenting 8 director nominees at the Bjs Restaurants Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bjs Restaurants Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Bjs Restaurants Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.