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): March 8, 2016
BOJANGLES, INC.
(Exact Name of Issuer as Specified in Charter)
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Delaware |
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001-37374 |
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45-2988924 |
State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
9432 Southern Pine Boulevard,
Charlotte, NC 28273
(Address of Principal Executive Offices)
(704) 527-2675
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2016, the Board of Directors (the Board) of Bojangles, Inc. (the Company) appointed Starlette B.
Johnson to the Board as a Class I director, upon the recommendation of its Nominating and Corporate Governance Committee. Ms. Johnson will serve the remainder of the Class I term, and will stand for re-election at the Companys 2016 Annual
Meeting of Stockholders. The Board has also appointed Ms. Johnson to serve as a member of the Boards Audit Committee.
The
Board determined that Ms. Johnson qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (SEC) and the applicable listing
standards of the Nasdaq Stock Market (Nasdaq). Ms. Johnson also satisfies the other requirements for Audit Committee members under the rules and regulations of the SEC and Nasdaq.
Ms. Johnson will be entitled to compensation under the Companys compensation policy for non-employee directors. There are no
arrangements or understandings between Ms. Johnson and any other person pursuant to which Ms. Johnson was elected as a director. There are no transactions in which Ms. Johnson has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
On March 8, 2016, the Company issued a press release announcing
Ms. Johnsons election to the Board and Audit Committee, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Press Release issued by the Company on March 8, 2016. |
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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.
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Bojangles, Inc. |
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March 8, 2016 |
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By: |
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/s/ M. John Jordan |
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M. John Jordan |
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Senior Vice President of Finance, Chief Financial Officer and Treasurer |
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EXHBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by the Company on March 8, 2016. |
Exhibit 99.1
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For Investor Relations Inquiries:
Raphael Gross of ICR
203.682.8253
For Media Inquiries: Brian
Little of Bojangles, Inc. 704.519.2118 |
Bojangles Appoints Starlette Johnson to Board of Directors
Restaurant Industry Veteran will Serve on Audit Committee
CHARLOTTE, NC (Globe Newswire) March 8, 2016 Bojangles, Inc. (NASDAQ: BOJA) today announced that Starlette Johnson has
been appointed to the Companys Board of Directors, effective immediately. She will also serve on the Audit Committee, replacing Director Christopher J. Doubrava on that committee. Inclusive of her appointment, Bojangles Board of
Directors now consists of ten members, up from nine members previously.
Since October 2015, Ms. Johnson has served as the President and Chief
Executive Officer of Twin Restaurant Holdings, parent company to the Twin Peaks restaurant chain. Prior to that, Ms. Johnson served for over three years as a consultant to the restaurant industry, working with private equity companies, industry
service providers, and emerging brands.
Ms. Johnson serves as a member of the board of directors and audit committee, and is the chair of the
nominating/corporate governance committee for Chuys Holdings, Inc. (NASDAQ: CHUY), a full-service casual Mexican chain. She also serves on the board of directors of privately-held SusieCakes, a classic desserts bakery based in Southern
California. In addition, she serves on the advisory boards for both the Hospitality and Tourism Program and the Pamplin College of Business at Virginia Tech. From May 2008 through November 2013, she served as a member of the board of directors and
audit committee, and was the chair of the nominating/governance committee, of Tuesday Morning Corporation, a leading national closeout retailer.
From
June 2006 to September 2010, Ms. Johnson served as a member of the board of directors as well as the President and Chief Operating Officer of Dave & Busters, Inc. (now Dave & Busters Entertainment, Inc.), an owner
and operator of dining and entertainment venues. Prior to joining Dave & Busters, she was Executive Vice President and Chief Strategic Officer for Brinker International, Inc., a $4 billion portfolio restaurant company.
Ms. Johnson joined Brinker in 1995 as Director of Planning, was promoted to Senior Vice President of Human Resources in 2000, and assumed the role of Chief Strategic Officer in May 2001. After departing Brinker in November of 2004,
Ms. Johnson served for 18 months as an industry consultant to both public and private companies assisting in the development of their long-term strategic plans. Ms. Johnson began her restaurant career in 1990 as the Director of Finance for
PepsiCos KFC Division.
Ms. Johnson received an MBA from Duke University, and a B.S. in Finance from Virginia Tech. She is also a member of the
International Womens Foundation and a member of the National Association of Corporate Directors (NACD.)
Starlettes strong restaurant
background as an executive leader, board member, and industry consultant will be highly valuable to Bojangles as we execute our strategy. We look forward to benefitting from her expertise as we uphold our commitment to the best possible
customer experience and disciplined growth, said Clifton Rutledge, President and CEO of Bojangles, Inc.
I am honored to serve on the
Board of this great company and for the opportunity to work closely with my fellow Board members and the management team to guide this iconic brand to its next level of success, added Ms. Johnson. I have been a long-time fan of
Bojangles biscuits, fixins and iced tea and I am delighted to be joining the Board at such an exciting time.
About Bojangles, Inc.
Bojangles, Inc. is a highly differentiated and growing restaurant operator and franchisor dedicated to serving customers high-quality, craveable food
made from our Southern recipes. Founded in 1977 in Charlotte, NC, Bojangles® serves menu items such as delicious, famous chicken, made-from-scratch buttermilk biscuits, flavorful
fixins and Legendary Iced Tea®. At September 27, 2015, Bojangles had 657 system-wide restaurants, of which 274 were company-operated and 383 were franchised restaurants,
primarily located in the Southeastern United States. For more information, visit www.bojangles.com or follow Bojangles on Facebook and Twitter.
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