BJS RESTAURANTS INC (BJRI)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BJS RESTAURANTS INC · Meeting: June 11, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2020 with strong HR and operations background; no overboarding, attendance, or independence concerns; BJRI's 3-year stock return of +36% outperforms the peer group median by +83.9pp, well above the 65pp trigger threshold, so no TSR concern applies.
Director since 2001 with deep restaurant and food distribution expertise and CPA credentials qualifying him as an audit financial expert; no overboarding or attendance issues; TSR outperformance vs. peers clears all policy thresholds.
Director since 2014 with strong investment and restaurant sector expertise qualifying as audit financial expert; no independence, attendance, or overboarding flags; peer-relative TSR performance well within policy thresholds.
Board Chair since 2024 with extensive private equity and strategic advisory experience; no independence, attendance, or overboarding concerns; BJRI's strong relative TSR vs. peers (+83.9pp above median) does not trigger any adverse vote.
Director since February 2024 and recently returned to independent director status after serving as Interim CEO; has deep restaurant finance experience (former CFO of Darden Restaurants) and CPA credentials; joined within 24 months making him exempt from TSR trigger, and no other policy flags apply.
Director since 2022 with nearly 30 years of hospitality operations experience at Marriott International; no overboarding, attendance, or independence concerns; TSR performance vs. peers well above policy trigger threshold.
Director since 2019 with strong technology and digital transformation expertise from Ralph Lauren and Carter's; no attendance, independence, or overboarding flags; BJRI's peer-relative TSR performance does not trigger any adverse vote.
CEO and director since 2025, exempt from TSR trigger as he joined within the past 24 months; brings relevant restaurant executive experience from Buffalo Wild Wings and On the Border; no other policy flags apply.
All eight director nominees pass policy screens: BJRI's 3-year price return of +36% outperforms the compensation peer group median by +83.9 percentage points, far exceeding the 65pp trigger threshold for companies with strong positive returns, so no TSR-based votes against apply. No directors are overboarded, all attended at least 75% of meetings, and all independent directors are properly classified. C. Bradford Richmond joined in February 2024 (within 24 months) and Lyle Tick joined in 2025, both exempt from TSR scrutiny. The full slate receives a FOR recommendation.
Say on Pay
✓ FORCEO
Lyle D. Tick
Total Comp
$3,441,781
Prior Support
98%%
The prior year Say on Pay vote received 98% shareholder support, signaling strong shareholder satisfaction with the compensation program. CEO total compensation of approximately $3.44 million is reasonable for the restaurant sector at BJRI's market cap of roughly $827 million, and the pay structure is meaningfully variable — approximately 60% of long-term equity is in performance stock awards tied to relative total shareholder return vs. peers, with the remainder split between stock options (which only gain value if the stock price rises) and restricted stock units, keeping the majority of pay at risk. The company's 3-year stock return of +36% substantially outperformed the compensation peer group median, confirming that above-benchmark incentive pay, if any, was earned in line with shareholder experience; the clawback policy is in place and the committee uses an independent compensation consultant, further supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,244,000
Non-Audit Fees
$186,900
The non-audit fees (audit-related fees of $186,900 for system implementation assessment services) represent approximately 15% of the core audit fee of $1,244,000, well below the 50% threshold that would raise independence concerns. KPMG's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm appropriate for a company of BJRI's size. No material restatements were identified. All services were pre-approved by the Audit Committee.
Overall Assessment
The 2026 BJ's Restaurants annual meeting presents three standard proposals: election of eight directors, advisory Say on Pay vote, and ratification of KPMG as auditor. All proposals pass policy screens and receive FOR recommendations — the director slate shows no TSR, attendance, or independence concerns given BJRI's strong outperformance vs. its restaurant peer group, CEO pay is reasonable and heavily performance-linked with 98% prior-year shareholder approval, and KPMG's non-audit fee ratio of approximately 15% is well within acceptable limits.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing