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 16, 2016
THE CHEESECAKE FACTORY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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0-20574 |
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51-0340466 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification |
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 8.01 OTHER EVENTS
In a press release dated June 20, 2016, the Company announced the passing of Douglas L. Schmick, 68, a member of the Company’s Board of Directors since 2012 and a member of the Company’s Audit Committee.
As a result of Mr. Schmick’s passing and in accordance with the by-laws of the Company, the Board of Directors reduced the number of directors from seven to six, effective June 16, 2016. Votes cast for Mr. Schmick at the Company’s upcoming 2016 annual meeting of stockholders on June 23, 2016 will be disregarded. In addition, the Board of Directors appointed Jerome Kransdorf as a member of the Audit Committee of the Company effective June 17, 2016 resulting in the following independent directors serving on the Audit Committee: David B. Pittaway, Chairperson; Alexander L. Cappello; and Jerome Kransdorf.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Press release dated June 20, 2016, entitled “The Cheesecake Factory Mourns the Passing of Director Douglas L. Schmick.” |
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.
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Date: June 20, 2016 |
THE CHEESECAKE FACTORY INCORPORATED | |
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By: |
/s/ W. Douglas Benn |
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W. Douglas Benn |
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Executive Vice President and Chief Financial Officer |