Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) At the Annual Meeting of Shareholders of BJ's Restaurants, Inc. (the "Company") held on June 9, 2021, the Company's shareholders, upon the recommendation of the Board of Directors, ratified and approved the BJ's Restaurants, Inc. Equity Incentive Plan, as amended and restated (the "Amended Plan"), including an amendment to increase the number of shares available for issuance thereunder by 1,840,000 shares.

A brief summary of the Amended Plan, as amended, was included as part of Proposal No. 2 contained on pages 19-27 of the Company's proxy statement on Schedule 14A for its 2021 Annual Meeting of shareholders, as filed with the Securities and Exchange Commission on April 23, 2021, and is incorporated herein. The information regarding the Plan contained herein is qualified in its entirety by reference to the actual terms of the Amended Plan, as amended and restated, which is filed as Exhibit 10.1 hereto and incorporated by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 9, 2021, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) ratification and approval of the Amended Plan, (iii) approval, on an advisory and non-binding basis, of the compensation of named executive officers; and (iv) ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2021.





Election of Directors. Gregory A. Trojan, Gerald W. Deitchle, Peter A. Bassi,
Larry D. Bouts, Bina Chaurasia, James A. Dal Pozzo, Noah A. Elbogen, Lea Anne S.
Ottinger, Keith E. Pascal, Janet M. Sherlock and Patrick D. Walsh were nominated
and elected at the meeting. The following votes were cast for each of the
nominees:




Name                      For       Withhold
Gregory A. Trojan      20,812,108    277,180
Gerald W. Deitchle     20,413,270    676,018
Peter A. Bassi         20,216,701    872,587
Larry D. Bouts         20,372,395    716,893
Bina Chaurasia         20,981,108    108,180
James A. Dal Pozzo     20,318,047    771,241
Noah A. Elbogen        20,941,562    147,726
Lea Anne S. Ottinger   20,625,656    463,632
Keith E. Pascal        20,625,277    464,011
Janet M. Sherlock      20,708,635    380,653
Patrick D. Walsh       20,972,973    116,315




There were 1,035,515 broker non-votes with respect to the election of directors.

Ratification & Approval of Equity Incentive Plan. The shareholders also ratified and approved the Amended Plan. The following votes were cast on the proposal to ratify and approve the Amended Plan: 19,481,321 For; 1,601,790 Against; 6,177 Abstain. There were 1,035,515 broker non-votes.

Advisory Vote on Executive Compensation. In addition, 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: 20,528,420 For; 553,236 Against; 7,632 Abstain. There were 1,035,515 broker non-votes.

Ratification of Accountants. Finally, the shareholders approved the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2021 fiscal year. The following votes were cast on the ratification: 21,892,800 For; 231,509 Against; 494 Abstain. There were no broker non-votes.

Item 9.01 Financial Statements and Exhibits





(d)      Exhibits



  Exhibit No. Description

  10.1          Equity Incentive Plan, as amended and restated (incorporated by
              reference to Appendix A to the Company's definitive proxy statement on
              Schedule 14A filed with the Securities and Exchange Commission on April
              23, 2021).

  104         Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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