BJs RESTAURANTS INC 8-K

What Happened

• BJ's Restaurants, Inc. (filed June 23, 2026) announced that its Board of Directors, following a recommendation from the Compensation Committee and its compensation consultant, approved amended compensation for non-employee directors.
• Key changes include increases to the annual cash retainer and annual restricted stock unit (RSU) award for directors, higher committee and committee-chair retainers, additional cash and equity awards for any non-employee Chair of the Board, and procedural changes for Finance Committee pay and initial director equity awards.

Key Details

• Annual cash retainer for non-employee directors increased to $80,000 (up $5,000), paid quarterly.
• Annual RSU award for non-employee directors increased to $140,000 (up $15,000); share count based on the average closing price for the 20 trading days ending on the grant date; RSUs vest one year from grant.
• Committee member cash retainers: Audit $15,000 (Audit member retainer up $2,500), Compensation $10,000, Finance $10,000, Governance & Nominating $10,000 — all paid quarterly.
• Committee chair cash retainers: Audit $25,000, Compensation $22,500 (up $2,500 for Compensation Chair), Finance $22,500, Governance & Nominating $20,000 — paid quarterly.
• Additional annual cash retainer for a non-employee Chair: $60,000 (up $5,000) and additional annual RSU award for such Chair: $70,000 (up $10,000), vesting one year from grant.
• Policy changes: payment in arrears for Finance Committee compensation to date of committee formation; new directors receive a prorated portion of the annual equity award effective at the beginning of the quarter they join.

Why It Matters

• For investors, these changes raise the company’s board compensation expense (cash and equity) and could modestly increase potential share-based dilution over time due to larger RSU grants.
• The adjustments signal the Board’s intent to remain competitive in attracting and retaining non-employee directors and aligning them with shareholder interests through equity grants.
• The filing does not report changes to executive officers or operational results; the 8-K also includes the cover page Inline XBRL data for the filing.