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)

 

 

 

Delaware   001-37374   45-2988924

State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

9432 Southern Pine Boulevard,

Charlotte, NC 28273

(Address of Principal Executive Offices)

(704) 527-2675

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ 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 Company’s 2016 Annual Meeting of Stockholders. The Board has also appointed Ms. Johnson to serve as a member of the Board’s 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 Company’s 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.

 

Item 8.01 Other Events

On March 8, 2016, the Company issued a press release announcing Ms. Johnson’s 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

 

99.1    Press Release issued by the Company on March 8, 2016.

 

2


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.

 

                Bojangles’, Inc.
March 8, 2016       By:  

/s/ M. John Jordan

        M. John Jordan
        Senior Vice President of Finance, Chief Financial Officer and Treasurer

 

3


EXHBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release issued by the Company on March 8, 2016.


Exhibit 99.1

 

LOGO  

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 Company’s 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 Chuy’s 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 & Buster’s, Inc. (now Dave & Buster’s Entertainment, Inc.), an owner and operator of dining and entertainment venues. Prior to joining Dave & Buster’s, 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 PepsiCo’s 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 Women’s Foundation and a member of the National Association of Corporate Directors (NACD.)

“Starlette’s 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, fixin’s 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 fixin’s 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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