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): June 12, 2025


Date of Report (Date of earliest event reported): July 24, 2025

BJ’S RESTAURANTS, INC. (Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation)	0-21423 (Commission File Number)	33-0485615 (IRS Employer Identification No.)

~~BJ’S RESTAURANTS~~7755 Center AvenueSuite 300Huntington Beach, ~~INC.~~California (Address of principal executive offices) 92647(Zip Code)

(Exact name of registrant as specified in its charter)

California	0-21423	33-0485615
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7755 Center Avenue
Suite 300
Huntington Beach, California	92647
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (714) 500-2400

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class ~~Trading~~TradingSymbol ~~Symbol~~ Name of each exchange on which registered Common Stock, No Par Value BJRI NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~June~~July 1624, 2025, ~~the Board of Directors (the “Board”) of~~ BJ’s Restaurants, Inc. (the “Company”) ~~named~~announced ~~Lyle~~that D.it ~~Tick,~~had ~~the~~retained ~~Company’s~~William ~~Chief~~J. ~~Executive Officer and President~~Atkins, as a ~~member of~~partner ~~the~~at ~~Board.~~FLG ~~Pursuant~~Partners, toLLC ~~the~~(“FLG ~~terms of his employment agreement~~Partners”), ~~dated~~a ~~August~~chief ~~23,~~financial ~~2024,~~officer ~~the~~services ~~Company~~ and ~~the~~board ~~Board~~advisory ~~were~~consulting ~~required~~firm, toas ~~take all~~the ~~reasonable~~Company’s ~~action~~Interim ~~within~~Principal ~~their~~Financial ~~control~~Officer towhile ~~cause~~the ~~Mr.~~Company ~~Tick~~conducts toits beongoing ~~named~~search tofor ~~the~~a ~~Board~~Chief ~~promptly~~Financial ~~following~~Officer. ~~his~~Mr. Atkins’ appointment as ~~CEO~~the ~~and,~~Company’s ~~at all~~Interim ~~times~~Principal ~~while~~Financial heOfficer is ~~serving~~effective inas ~~such capacity, are required to cause him (i) to be nominated for election to the Board at each annual meeting~~ of ~~shareholders~~July ~~and (ii) if elected~~28, ~~to remain on the Board~~2025.

InMr. ~~addition~~Atkins, onage ~~June 16~~63, ~~2025,~~has ~~Gregory~~been Aa partner at FLG Partners since 2023 and has served as consulting Chief Financial Officer for or adviser to various clients of FLG Partners. ~~Trojan~~Before joining FLG Partners, ~~the~~he ~~Company’s~~served ~~former~~ as the Chief ~~Executive~~Financial Officer of Mobileum, ~~informed~~Inc., a software and services company, from September 2022 to June 2023 and as the ~~Board~~Chief ~~that~~Financial heOfficer ~~would~~of beOne ~~retiring~~Concern, a climate resilience data analytics company, from ~~the~~November ~~Board~~2019 ~~effective~~to ~~September~~December 162021. Mr. Atkins previously held Chief Financial Officer positions at various companies, ~~2025~~including Clarify Health, a healthcare data analytics company, Airobotics, a robotic drone company, Calix, Inc., a communications systems and software company, and Intelsat, a satellite services company. In addition to his Chief Financial Officer roles, Mr. Atkins was Senior Partner of Fairfax Partners, an investing and advisory firm, and was a Managing Director and senior member of Morgan Stanley’s Investment Banking Division.

~~Item~~In 5connection with retaining Mr.07 ~~Submission~~Atkins ofas ~~Matters~~its Interim Principal Financial Officer, the Company entered into a Consulting Agreement with FLG Partners, effective July 14, 2025 (the “FLG Consulting Agreement”), pursuant to which the Company will pay FLG Partners a ~~Vote~~rate of ~~Security~~$650 ~~Holders~~per hour for Mr. Atkins’ services. The FLG Consulting Agreement requires that the Company indemnify Mr. Atkins and FLG Partners in connection with Mr. Atkins’ performance of services. The FLG Consulting Agreement has an indefinite term, however, it is subject to termination by either party upon 30 days’ notice.

OnThere ~~June~~are ~~12,~~no ~~2025,~~arrangements ~~the~~or ~~Company~~understandings ~~held~~between ~~its~~Mr. ~~Annual~~Atkins ~~Meeting~~and ofany ~~Shareholders.~~other ~~Shareholders voted~~persons onpursuant ~~(i)~~to ~~the~~which ~~election~~he was named as Interim Principal Financial Officer of ~~directors,~~the ~~(ii)~~Company. ~~approval,~~There onare analso ~~advisory~~no ~~and~~family ~~non-binding~~relationships ~~basis,~~between ofMr. ~~the~~Atkins ~~compensation~~and ofany ~~named~~director or executive ~~officers, (iii)~~officer ~~ratification~~ of the ~~appointment~~Company ofand ~~KPMG~~Mr. ~~LLP~~Atkins ashas ~~the~~no ~~Company’s~~direct ~~independent~~or ~~registered~~indirect ~~public~~material ~~accounting~~interest ~~firm~~in ~~for~~any ~~fiscal~~transaction ~~2025, and~~required ~~(iv)~~to ~~the~~be ~~shareholder~~disclosed ~~proposal~~pursuant to ~~publish~~Item 404(a) ~~food~~of ~~waste~~Regulation ~~transparency report~~S-K.

~~Election~~ ofThe ~~Directors.~~foregoing ~~Each~~summary of the ~~following~~FLG ~~nominees~~Consulting ~~for~~Agreement ~~director was~~does ~~elected~~not purport to ~~serve~~be ~~until~~complete and is qualified in its entirety by reference to the ~~next~~full ~~annual~~text ~~meeting~~of the FLG Consulting Agreement, a copy of ~~shareholders~~which orwill ~~until~~be ~~his~~filed oras ~~her~~an ~~successor~~exhibit isto ~~elected~~the ~~and~~Company’s ~~qualified~~Quarterly Report on Form 10-Q for the quarter ended July 1, 2025.

Name	For	Withhold	Broker Non-Votes
Bina Chaurasia	14,989,454	271,063	3,891,646
James A. Dal Pozzo	14,022,271	1,238,246	3,891,646
Noah A. Elbogen	14,898,387	362,130	3,891,646
Lea Anne S. Ottinger	14,802,398	458,119	3,891,646
C. Bradford Richmond	14,968,482	292,035	3,891,646
Julius W. Robinson, Jr.	15,177,446	83,071	3,891,646
Janet M. Sherlock	15,017,482	243,035	3,891,646
Gregory A. Trojan	14,887,635	372,882	3,891,646

Item 9.01 Exhibits

Advisory Vote on Executive Compensation. The shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The following votes were cast on the compensation of named executive officers: 14,999,142 For; 213,357 Against; 48,018 Abstain. There were 3,891,646 broker non-votes.


Exhibit No.	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Ratification~~SIGNATURES of Accountants. The shareholders approved the ratification of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year. The following votes were cast on the ratification: 19,092,298 For; 10,810 Against; 49,055 Abstain. There were no broker non-votes.

~~Shareholder~~ Pursuant ~~Food~~to ~~Waste~~the ~~Proposal. The~~requirements ~~shareholders~~of ~~did~~the ~~not~~Securities ~~approve~~Exchange ~~the~~Act ~~shareholder~~of ~~proposal~~1934, ~~requesting~~ the ~~company~~registrant ~~publish~~has aduly ~~food~~caused ~~waste~~this ~~transparency~~ report. ~~The~~to ~~following votes~~be ~~were~~signed ~~cast~~ on ~~the~~its ~~proposal:~~behalf ~~764,209~~by ~~For;~~the ~~14,393,402~~undersigned ~~Against;~~hereunto ~~102,906~~duly ~~Abstain~~authorized. ~~There were 3,891,646 broker non-votes.~~

~~Item~~July 924, 2025 BJ’S RESTAURANTS, INC.01(Registrant) ~~Financial~~By: ~~Statements~~/s/ LYLE D. TICKLyle D. Tick, Chief Executive Officer, President and ~~Exhibits~~Director(Principal Executive Officer)

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

June 18, 2025	BJ’S RESTAURANTS, INC. (Registrant)
	By:	/s/ LYLE D. TICK
		Lyle D. Tick, Chief Executive Officer and President (Principal Executive Officer)

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