UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  May 15, 2013

 

BUFFALO WILD WINGS, INC.

(Exact name of registrant as specified in its charter)

 

Minnesota

000-24743

31-1455913

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

5500 Wayzata Boulevard, Suite 1600

Minneapolis, Minnesota

 

 

55416

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code         952-593-9943          

 

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):

 

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

 

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

 

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

 

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

 

 
 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

Buffalo Wild Wings, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 15, 2013. The following matters were voted upon by the shareholders:

 

1.             A proposal to elect members of the Board of Directors, thereby setting the number of members of the Board of Directors at seven. The following directors were elected based on the votes listed below:

 

Nominee

For

Withheld

Broker Non-Vote

Sally J. Smith

13,869,817

232,627

2,433,127

Dale M. Applequist

13,545,078

557,366

2,433,127

Warren E. Mack

12,148,682

1,953,762

2,433,127

J. Oliver Maggard

13,545,911

556,533

2,433,127

Michael P. Johnson

13,683,085

419,359

2,433,127

James M. Damian

13,686,562

415,882

2,433,127

Jerry R. Rose

13,993,276

109,168

2,433,127

 

2.             A proposal to approve, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the Company’s proxy statement distributed to shareholders in connection with the Annual Meeting. The proposal obtained advisory approval based on the following vote:

 

For

Against

Abstain

Broker Non-Vote

13,603,427

453,431

45,586

2,433,127

 

3.             A proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2013. The proposal obtained approval based on the following vote:

 

For

Against

Abstain

16,244,963

213,401

77,207

 

 
 

 

 

SIGNATURE

 

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.

 

 

BUFFALO WILD WINGS, INC.

 

By /s/ Emily C. Decker     

      Emily C. Decker

      Vice President, General Counsel

 

Date: May 21, 2013