📜 What This Document Is 📰

This document is a Definitive Proxy Statement, which is an annual regulatory filing required by the SEC. Think of it as the "instruction manual" for the year-end meeting where shareholders get to vote on major company decisions. It was prepared for the Annual Meeting of Shareholders scheduled for Thursday, June 11, 2026.

👉 Why it matters: This filing doesn't report daily sales figures, but rather it details the entire governance landscape: who the board members are, how they were paid, and what major decisions (like appointing auditors or electing directors) the shareholders need to approve.

🏢 What BJ's Restaurants Does 🍔

BJ's Restaurants, Inc. operates in the restaurant industry, providing dining and food service to consumers. As a publicly traded company, its operations require managing physical locations, brand reputation, and significant technology infrastructure to function efficiently.

👉 In simple terms: BJ's is a multi-unit dining company that needs sophisticated oversight from its Board of Directors—the people who watch the money and the strategy—to keep the restaurants running successfully.

🏛️ Board Governance and Structure 🧭

This section covers the fundamental rules that govern how BJ's operates and how its leadership makes decisions. It outlines the company’s commitment to strong corporate governance designed to protect the interests of all shareholders.

• Corporate Goal: The Board's stated goal is to promote the long-term interests of shareholders while fostering responsible decision-making and accountability among management.
• Risk Oversight: The Board has established a clear division of responsibilities for risk management. While the full Board has overall responsibility, the Audit Committee has been tasked with reviewing the risk assessment and internal controls.
• Key Risk Areas: The Board specifically focuses on major material risks, including operational issues, technology and cybersecurity risks, reputational damage, market and credit risks, and legal risks.
• Cybersecurity Focus: Cybersecurity is a critical concern. The company confirms it performs third-party cybersecurity audits annually (following NIST standards) and conducts regular security reviews. They also maintain a network privacy and security insurance policy.

👑 Election of Directors 🧑‍💼

The Proxy Statement details the process for electing the eight directors who will serve until the next Annual Meeting of Shareholders. The nominees are all current members of the Board.

• Election Details: Eight directors are slated to be elected at the June 11, 2026, Annual Meeting.
• Governance Rules: The Board has a majority voting policy. This means that any director nominee must receive more "For" votes than "Withhold" votes to be successfully elected. If a director fails this test, they must tender their resignation within 15 days of the final vote.
• Shareholder Vote: Shareholders are advised that they are entitled to "cumulate" their votes, allowing them to cast all their votes for a single nominee or spread them out among multiple nominees.

📋 Committee Structure and Expertise 🌐

The Board delegates key oversight functions to four specialized, standing committees, each comprised of independent directors.

🧐 Audit Committee (Chair: James A. Dal Pozzo)

The Audit Committee is responsible for reviewing the company's auditing, internal control, and accounting matters. It also oversees the annual audit report and cybersecurity issues.

• Expertise: This committee includes multiple financial experts. Specifically, Mr. Dal Pozzo, Mr. Richmond, and Mr. Elbogen qualify as "financial experts" under SEC rules.
• Meetings: The committee held eight meetings during fiscal 2025.

💰 Compensation Committee (Chair: Bina Chaurasia)

This committee determines the philosophy, programs, and policies for executive compensation. Its goal is to ensure that pay does not encourage excessive risk-taking by management.

• Meetings: The committee held seven meetings during fiscal 2025.

📈 Finance Committee (Chair: C. Bradford Richmond)

This committee was created in March 2026. Its role is to advise the Company on capital allocation strategy and identify priority growth investments, serving as the primary forum for evaluating where the company spends its capital.

• Significance: The creation of this committee shows a focus on strategically managing and prioritizing cash for future growth.

🌳 Governance and Nominating Committee (Chair: Janet M. Sherlock)

This committee manages the general corporate governance structure. It is responsible for implementing the Code of Integrity, monitoring Human and Labor Rights Policies, and overseeing all ESG (Environmental, Social, and Governance) initiatives.

• Oversight: This committee has a significant role in supervising the Board’s annual review of director independence and the Board's own performance.

🧑‍💼 Director Nomination and Qualifications 🧑‍🔬

The Board of Directors nominated eight candidates. Their varied backgrounds show a deep commitment to expertise spanning hospitality, finance, technology, and human resources.

• C. Bradford Richmond: His background is heavily in the restaurant sector (having previously been CFO of Darden Restaurants, Inc.), which suggests a direct focus on the operational nuts and bolts of the industry.
• Julius W. Robinson, Jr.: His expertise is rooted in the massive hospitality industry through his current role at Marriott International, Inc., bringing deep knowledge of brand management and large-scale operations.
• Janet M. Sherlock: She brings significant experience in technology and digital transformation, having previously served as Chief Digital and Technology Officer at Ralph Lauren Corporation, which is critical given the company's focus on digital platforms.
• Lea Anne S. Ottinger: Her expertise lies in private equity and strategic business advisory services, demonstrating a high-level, investor-focused view of maximizing shareholder value.

💵 Director Compensation (Fiscal 2025) 💵

This section details the remuneration package provided to the non-employee directors. Compensation is highly structured, blending cash retainers with stock awards to align director incentives with shareholder success.

• Compensation Structure: Compensation includes an annual cash retainer and a significant annual Restricted Stock Unit (RSU) award, valued at $125,000 for most directors.
• Leading Compensation: Ms. Ottinger received the highest total compensation in fiscal 2025, earning a total of $405,073.
• Total Compensation: The compensation for directors ranges from $168,168 (C. Bradford Richmond) to $405,073 (Lea Anne S. Ottinger).

💡 Corporate Strategy and Sustainability 💚

Beyond the financial mechanics, the company outlines its commitment to its stakeholders, including its employees and the broader community. This speaks to the company's long-term reputation and stability.

• Human Capital: The company provides its "Enlightened Living Wellbeing Program," which goes beyond traditional benefits. This includes providing resources for preventive care, life assistance programs, and educational materials to support both physical and mental health.
• Philanthropy: The BJ’s Restaurants Foundation supports charities focused on healthcare and education. The program "Team Action Supporting Communities” (TASC Force) specifically encourages volunteer hours from restaurant team members, linking community service directly to employee engagement.
• Key Dates: The Annual Meeting of Shareholders is scheduled for Thursday, June 11, 2026. Shareholders have until June 10, 2026, to vote their proxy electronically or by phone.

📞 How to Participate and Find Info ℹ️

This section provides all the necessary contacts and logistical information for shareholders to participate in the meeting or request materials.

• Meeting Location: The Annual Meeting will be held at the Restaurant Support Center, 7755 Center Avenue, 4th Floor, Huntington Beach, California 92647.
• Records and Votes: Shareholders who owned stock at the close of business on the Record Date (April 13, 2026) are entitled to vote.
• Voting Methods: Shareholders can vote via the internet (http://www.investorvote.com/BJRI), toll-free telephone (1-800-652-VOTE (8683)), or by mail.
• Investor Relations Contact: For any general inquiries about proxy materials, the Investor Relations Department can be contacted at 7755 Center Avenue, Suite 300, Huntington Beach, California 92647, or by telephone at (714) 500-2400.

🧠 The Analogy 🧩

Governing a company like BJ's Restaurants is like being the captain of a large, busy cruise ship. The Board of Directors, along with its committees, acts as the ship's specialized command crew. They don't steer the ship day-to-day (that's the CEO's job), but they decide: "What is our ultimate destination (strategy)?," "Do we have enough fuel (capital)?," "Are the engine systems safe from hackers (cybersecurity)?," and "Are the crew and officers paid fairly to prevent internal chaos (compensation)?" The Proxy Statement is simply the annual meeting agenda where the passengers (shareholders) vote on who deserves to be on the command crew.

🧩 Final Takeaway

BJ's is prioritizing robust governance and risk management, focusing heavily on technology, internal controls, and sustainability. The company has utilized this Proxy Statement to showcase its diverse Board expertise, which ranges from high-level finance to specialized tech and hospitality operations.