BUFFALO WILD WINGS, INC. (NASDAQ:BWLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BUFFALO WILD WINGS, INC. (NASDAQ:BWLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Annual grants of equity awards approved by the Compensation
Committee of the Board of Directors of Buffalo Wild Wings, Inc.
(the Company) under the terms of the Companys 2012 Equity
Incentive Plan (the Plan) have been made to the Companys
executive officers, including its named executive officers, for
2017. The grant date fair value of the awards to be received by
each executive officer consist of performance restricted stock
unit (PRSU) awards and time-vested stock option awards. The terms
of the stock option awards are generally consistent with those of
previous stock option awards. The terms of the PRSU awards, which
were effective April 4, 2017, are set forth in the form of PRSU
award agreement (the PRSU Agreement) approved by the Committee
and filed as Exhibit 10.1 to this Current Report on Form 8-K.
A PRSU award is expressed in terms of a target number of PRSUs,
with between 0% and 200% of that target number capable of being
earned and vesting following a three-year performance period
(fiscal years 2017-2019) depending on (i) the Companys cumulative
net operating profit after tax for the performance period (75%
weighting), and (ii) the Companys average annual return on
invested capital during the performance period (25% weighting).
Assuming continued employment of the executive officer, the
number of PRSUs determined to have been earned at the end of the
performance period will vest at that time, and each vested PRSU
will be paid out in one share of the Companys common stock.
If an executive officers employment ends during the last year of
the performance period due to death or disability, or if during
the performance period an executive officer is terminated without
cause (as defined in the Plan), resigns for good reason (as
defined in the PRSU Agreement), or retires (as defined in the
PRSU Agreement), the same number of PRSUs that would have been
earned based on actual performance at the end of the performance
period if employment had continued will vest at the end of the
performance period.
If a change in control of the Company (as defined in the PRSU
Agreement) occurs before the scheduled vesting date of the PRSU
awards, the PRSUs will be subject to accelerated vesting and
settlement only if an executive officers employment is terminated
without cause, or the executive officer resigns for good reason,
within one year after the change in control, or if the surviving
entity in the change in control transaction refuses to continue,
assume or replace the awards. In either event, the target number
of PRSUs will vest and be settled.
The PRSU Agreement also provides that all award agreements for
currently outstanding equity awards held by executive officers
will be amended to incorporate the same change in control
definition that is contained in the PRSU Agreement, which is the
same definition utilized in the Companys 2017 Incentive
Compensation Plan that the Company expects to present to its
shareholders for their approval at the Companys 2017 annual
meeting of shareholders. The stock option awards also incorporate
this change in control definition.
Item 9.01.
Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Description
10.1
Form of Performance-Based Restricted Stock Unit
Agreement under the 2012 Equity Incentive Plan.


About BUFFALO WILD WINGS, INC. (NASDAQ:BWLD)

Buffalo Wild Wings, Inc. is the owner, operator and franchisor of restaurants. As of December 25, 2016, the Company’s made-to-order menu items included 16 sauces and five seasonings, ranging from Sweet BBQ to Blazin. The Company’s restaurants offer 20 to 40 domestic and imported beers on tap, including craft brews, and a selection of bottled beers, wines and liquor. As of December 25, 2016, the Company had company-owned or franchised restaurants in all 50 states and two Canadian provinces. Its franchised restaurants also operate in Mexico, Saudi Arabia, Philippines, Panama and the United Arab Emirates. The Company operates Buffalo Wild Wings, R Taco and PizzaRev restaurants, as well as sells Buffalo Wild Wings and R Taco restaurant franchises. In addition to traditional and boneless chicken wings, the Company’s menu features a range of food items, including sharables, hamburgers, sandwiches, wraps, Buffalito soft tacos, and salads.

BUFFALO WILD WINGS, INC. (NASDAQ:BWLD) Recent Trading Information

BUFFALO WILD WINGS, INC. (NASDAQ:BWLD) closed its last trading session down -1.65 at 151.80 with 309,719 shares trading hands.

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