BJ’s Restaurants (NASDAQ: BJRI) reports 2026 shareholder vote outcomes

Rhea-AI Filing Summary

BJ’s Restaurants, Inc. reported the results of its annual shareholder meeting held on June 11, 2026. Shareholders elected eight directors, each receiving over 16.8 million votes in favor, with broker non-votes of 2,563,293 on each director election.

Shareholders also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 17,475,034 votes for, 110,111 against, and 9,765 abstentions, plus 2,563,293 broker non-votes. In addition, shareholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 20,149,784 votes for, 2,486 against, and 5,933 abstentions, and no broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Executive compensation approval votes: 17,475,034 For Executive compensation opposition votes: 110,111 Against Auditor ratification votes: 20,149,784 For +2 more

5 metrics

Executive compensation approval votes 17,475,034 For Advisory vote on named executive officer compensation

Executive compensation opposition votes 110,111 Against Advisory vote on named executive officer compensation

Auditor ratification votes 20,149,784 For Ratification of KPMG LLP for fiscal 2026

Broker non-votes on director items 2,563,293 shares Broker non-votes on each director election and pay advisory vote

Votes for director Richmond 17,559,900 For Election of director C. Bradford Richmond

Key Terms

broker non-votes, advisory and non-binding basis, independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

broker non-votes financial

"There were 2,563,293 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory and non-binding basis financial

"approval, on an advisory and non-binding basis, of the compensation"

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"the Company held its Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

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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 11, 2026
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.)

7755 Center Avenue Suite 300 Huntington Beach, California (Address of principal executive offices) 92647
(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 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 5.07 Submission of Matters to a Vote of Security Holders

On June 11, 2026, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) approval, on an advisory and non-binding basis, of the compensation of named executive officers, and (iii) ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.

Election of Directors. Each of the following nominees for director was elected to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified.

Name		For		Withhold		Broker Non-Votes
Bina Chaurasia		17,473,110		121,800		2,563,293
James A. Dal Pozzo		16,899,501		695,409		2,563,293
Noah A. Elbogen		17,307,936		286,974		2,563,293
Lea Anne S. Ottinger		16,907,566		687,344		2,563,293
C. Bradford Richmond		17,559,900		35,010		2,563,293
Julius W. Robinson, Jr.		17,568,177		26,733		2,563,293
Janet M. Sherlock		17,333,955		260,955		2,563,293
Lyle D. Tick		17,468,494		126,416		2,563,293

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: 17,475,034 For; 110,111 Against; 9,765 Abstain. There were 2,563,293 broker non-votes.

Ratification of Accountants. The shareholders approved the ratification of KPMG LLP as our independent registered public accounting firm for the 2026 fiscal year. The following votes were cast on the ratification: 20,149,784 For; 2,486 Against; 5,933 Abstain. There were no broker non-votes.

Item 9.01 Financial Statements and Exhibits

(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 15, 2026	BJ’S RESTAURANTS, INC. (Registrant)
	By:  /s/ LYLE D. TICK Lyle D. Tick, Chief Executive Officer and President (Principal Executive Officer)

FAQ

What did BJRI shareholders vote on at the June 11, 2026 annual meeting?

Shareholders voted on electing eight directors, approving on an advisory and non-binding basis the compensation of named executive officers, and ratifying KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year.

Were BJRI’s director nominees elected at the 2026 annual meeting?

Yes, all eight director nominees were elected. Each received more than 16.8 million votes in favor, with relatively small withhold votes and 2,563,293 broker non-votes reported for each director election.

How did BJRI shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation on an advisory and non-binding basis. The vote was 17,475,034 For, 110,111 Against, and 9,765 Abstain, with an additional 2,563,293 broker non-votes recorded on this proposal.

Did BJRI shareholders ratify KPMG as the 2026 independent auditor?

Yes, shareholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 20,149,784 votes For, 2,486 Against, and 5,933 Abstain, and no broker non-votes on this proposal.

What are broker non-votes in the BJRI 2026 shareholder meeting results?

Broker non-votes refer to shares held by brokers that were not voted on certain proposals. For BJRI, 2,563,293 broker non-votes were reported for director elections and the executive compensation advisory vote, but none for the auditor ratification proposal.

Filing Exhibits & Attachments

1 document

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