UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On December 19, 2022, Paul D. Ginsberg, a member of The Cheesecake Factory Incorporated (the “Company”) Board of Directors (the “Board”) since 2020, notified the Board of his intention to resign from the Board, effective immediately. Mr. Ginsberg’s departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On December 22, 2022, the Board’s Corporate Governance and Nominating Committee recommended, and the Board subsequently approved, the appointment of Adam S. Gordon to fill the vacancy on the Board created by Mr. Ginsberg’s resignation, effective immediately.
As a non-employee director, for his service on the Board, Mr. Gordon will receive a $100,000 annual cash retainer and an annual cash payment in lieu of equity of $115,000, each pro-rated for the remainder of 2022. Mr. Gordon is eligible to participate in the Company’s Executive Savings Plan (the “Plan”), a nonqualified deferred compensation plan, by contributing all or a portion of his director fees and equity awards in the form of stock units to the Plan, subject to the terms of the Plan. Mr. Gordon also entered into the Company’s standard form of indemnification agreement for directors, the form of which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2007.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On December 23, 2022, the Company issued a press release announcing changes to its Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| 99.1 | Press release dated December 23, 2022 entitled “The Cheesecake Factory Announces Changes to Board of Directors” | |
| 104.1 | 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.
| Date: December 23, 2022 | THE CHEESECAKE FACTORY INCORPORATED | |
| By: | /s/ Matthew E. Clark | |
| Matthew E. Clark | ||
| Executive Vice President and Chief Financial Officer | ||