BJ's Restaurants (BJRI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, to elect eight directors, approve executive compensation (advisory), ratify KPMG LLP as auditor, consider a shareholder food waste report proposal, and address other business.

• Shareholders of record as of April 14, 2025, are eligible to vote; proxy materials are distributed electronically to reduce costs and environmental impact.

• Voting can be done online, by phone, or by mail; proxies may be revoked at any time before the final vote.

Voting matters and shareholder proposals

• Board recommends voting for all eight director nominees, for executive compensation (say-on-pay), for auditor ratification, and against the shareholder food waste report proposal.

• Shareholder proposal requests a food waste transparency report with measurable reduction targets; Board opposes, citing existing initiatives and concerns about operational feasibility.

• Cumulative voting is permitted for director elections if properly noticed at the meeting.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent; average tenure is nine years, average age is 60, and three are female and three are ethnically diverse.

• Board committees: Audit, Compensation, and Governance & Nominating, all composed of independent directors.

• Majority voting policy requires any director with more withhold than for votes to tender resignation.

• Board leadership transitioned to an independent Chair in 2024; succession planning and director stock ownership guidelines are in place.