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):

January 6, 2011

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

 

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

(818) 871-3000

 

Not Applicable

(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 (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

On January 6, 2011, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of The Cheesecake Factory Incorporated (the “Company”) approved base salaries for fiscal 2011, effective as of December 29, 2010, the first day of the Company’s 2011 fiscal year, for the following executive officers of the Company:

 

Name		Title		Base Salary for 2011
David Overton		Chairman and Chief Executive Officer		$	915,000
Michael Jannini		President		$	565,000
W. Douglas Benn		Executive Vice President and Chief Financial Officer		$	423,000
Debby R. Zurzolo		Executive Vice President, General Counsel and Secretary		$	404,500
Max Byfuglin		President, The Cheesecake Factory Bakery, Inc.		$	358,000
Cheryl Slomann		Vice President, Controller and Chief Accounting Officer		$	230,000

 

In addition, the Compensation Committee approved grants of equity awards of the Company’s common stock to each of the executive officers under the terms of the Company’s 2010 Stock Incentive Plan, as follows:

 

Name		Number of Stock Options		Number of Restricted  Shares
David Overton		100,000		30,000
Michael Jannini		20,000		8,000
W. Douglas Benn		15,000		6,500
Debby R. Zurzolo		15,000		6,500
Max Byfuglin		15,000		6,500
Cheryl Slomann		7,500		2,500

 

The stock options were granted at an exercise price of $31.10 per share which was the closing price for the Company’s common stock on January 6, 2011, the date of grant.  The options vest as to 20% of the shares on each of January 6, 2012, 2013, 2014, 2015 and 2016.  The restricted shares vest as to 60% of the shares on January 6, 2014, and as to 20% of the shares on each of January 6, 2015 and 2016.  Other than the grants to Ms. Slomann, these grants were made pursuant to the terms and conditions of a form of award agreement for executive officers previously approved by the Compensation Committee and filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2010. Ms. Slomann received her grants pursuant to the terms and conditions of a form of award agreement to non-executive officers previously approved by the Compensation Committee.

 

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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:    January 12, 2011	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ Debby R. Zurzolo
		Debby R. Zurzolo
		Executive Vice President, General Counsel and Secretary

 

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