BJ's Restaurants (BJRI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to elect eight directors, approve executive compensation (advisory), and ratify KPMG LLP as independent auditor for fiscal 2026.

• Shareholders of record as of April 13, 2026, are entitled 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 meeting.

Voting matters and shareholder proposals

• Proposals include: (1) election of eight directors, (2) advisory approval of executive compensation, (3) ratification of KPMG LLP as auditor.

• Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

• Shareholder proposals for the 2027 meeting must be submitted between January 23 and February 22, 2027.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; average tenure is nine years, average age is 59.

• Board diversity: 3 of 8 are female, 3 are ethnically diverse.

• Four standing committees: Audit, Compensation, Finance (created March 2026), and Governance and Nominating.

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

• Board met nine times in 2025; all directors attended at least 75% of meetings.