def14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
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Registrant þ
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o Preliminary
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Rule 14a-6(e)(2))
þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material pursuant to §
240.14a-12
BRAVO BRIO RESTAURANT GROUP, INC.
(Name of Registrant as Specified in
its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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Form, Schedule or Registration No.:
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BRAVO
BRIO RESTAURANT GROUP, INC.
777 Goodale Boulevard,
Suite 100
Columbus, Ohio 43212
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To Be Held April 14, 2011
Dear Shareholder:
You are invited to attend the Annual Meeting of the Shareholders
of Bravo Brio Restaurant Group, Inc., an Ohio corporation (the
Company), which will be held on April 14, 2011
at 3 p.m., Eastern Daylight Time, at our Brio Polaris
restaurant in Columbus, Ohio located at 1500 Polaris Parkway,
Columbus, Ohio 43240 (the Annual Meeting), for the
following purposes:
1) To elect three Class I directors, each to serve
until the annual meeting of shareholders in 2013 and their
respective successors have been duly elected and qualified.
2) To ratify the appointment of Deloitte & Touche
LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 25,
2011.
3) To cast a non-binding advisory vote on the frequency of
an advisory vote on executive compensation.
4) To cast a non-binding advisory vote on executive
compensation.
5) To transact such other business as may properly come
before the meeting.
Shareholders of record at the close of business on
February 14, 2011 (record date) are entitled to
notice of, and to vote at, this meeting and any adjournments or
postponements thereof. For ten days prior to the meeting, a
complete list of the shareholders entitled to vote at the
meeting will be available for examination by any shareholder for
any purpose relating to the meeting during ordinary business
hours at our principal offices located at 777 Goodale Boulevard,
Suite 100, Columbus, Ohio 43212.
Important Notice Regarding the Availability of Proxy
Materials for Shareholders Meeting to be Held on April 14,
2011: The Proxy Statement and Proxy Card relating to the
Annual Meeting of Shareholders and the Annual Report to
Shareholders are available at www.investors.bbrg.com.
By Order of the Board of Directors,
Saed Mohseni
President and Chief Executive Officer
James J. OConnor
Chief Financial Officer, Treasurer and Secretary
Columbus, Ohio
February 23, 2011
IMPORTANT: Please vote your shares via the proxy card by mail,
you may mark, sign and date the proxy card and return it in the
enclosed postage-paid envelope. If you attend the meeting, you
may choose to vote in person even if you have previously voted
your shares.
Table of
Contents
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GENERAL
INFORMATION
The accompanying proxy is solicited by the Board of Directors of
Bravo Brio Restaurant Group, Inc., an Ohio corporation (the
Company), for use at its Annual Meeting of
Shareholders to be held April 14, 2011, or any adjournment
or postponement thereof (the Meeting or Annual
Meeting), for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. The date of this Proxy
Statement is February 23, 2011, the approximate date on
which this Proxy Statement and the enclosed proxy were first
sent or made available to shareholders.
This Proxy Statement and the accompanying proxy card are being
mailed to owners of our common shares in connection with the
solicitation of proxies by the Board of Directors for the 2011
Annual Meeting of Shareholders. This proxy procedure is
necessary to permit all common shareholders, many of whom live
throughout the United States and in foreign countries and are
unable to attend the Annual Meeting, to vote. The Company will
pay the entire cost of preparing, assembling, printing, mailing
and distributing these proxy materials and soliciting votes.
Electronic Access. To access the
Companys Proxy Statement and annual report electronically,
please visit the Companys Investor Relations website at
investors.bbrg.com or through our corporate website at
www.bbrg.com. Our website and the information contained
therein or connected thereto shall not be deemed to be
incorporated into this Proxy Statement. If you choose to access
the proxy materials over the Internet, you are responsible for
any Internet access charges you may incur.
Voting Securities. Only shareholders of record
as of the close of business on February 14, 2011, will be
entitled to vote at the Meeting and any adjournment thereof. As
of that date, there were 19,250,500 common shares of the
Company, no par value per share, issued and outstanding, all of
which are entitled to vote with respect to all matters to be
acted upon at the Annual Meeting. Each holder of record as of
that date is entitled to one vote for each share held. The
Companys Second Amended and Restated Regulations provide
that the presence of a majority of all of the shares entitled to
vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the
Meeting. Votes for and against, abstentions and broker
non-votes will each be counted as present for purposes of
determining the presence of a quorum.
Broker Non-Votes. A broker non-vote occurs
when a broker submits a proxy card with respect to shares held
in a fiduciary capacity (typically referred to as being held in
street name) but declines to vote on a particular
matter because the broker has not received voting instructions
from the beneficial owner. Under the rules that govern brokers
who are voting with respect to shares held in street name,
brokers have the discretion to vote such shares on routine
matters, but not on non-routine matters. Routine matters include
increases in the number of authorized common shares for general
corporate purposes and ratification of the Companys
independent registered public accounting firm. NASDAQ Global
Market Rule 2251 prohibits brokers from casting
discretionary votes in any election of directors.
Voting of Proxies. All valid proxies received
prior to the meeting will be exercised. All shares represented
by a proxy will be voted, and where a proxy specifies a
shareholders choice with respect to any matter to be acted
upon, the shares will be voted in accordance with that
specification. If no choice is indicated on the proxy, the
shares will be voted by one of the individuals named on the
proxy card as recommended by the Board of Directors. If a
shareholder wishes to give a proxy to someone other than those
named on his or her proxy card, he or she should cross out those
names and insert the name(s) of the person(s), not more than
three, to whom he or she wishes to give such proxy. A
shareholder giving a proxy has the power to revoke his or her
proxy, at any time prior to the time it is exercised, by
delivering to the Secretary of the Company a written instrument
revoking the proxy or a duly executed proxy with a later date,
or by attending the meeting and voting in person. A shareholder
wanting to vote in person at the Annual Meeting and holding
Company common shares in street name must obtain a proxy card
from his or her broker and bring that proxy card to the Annual
Meeting, together with a copy of a brokerage statement
reflecting such share ownership as of the record date.
Board of Directors Recommendations. The Board
of Directors recommends a vote FOR each Class I
director nominee, FOR ratification of the appointment of
Deloitte & Touche LLP as the Companys
1
independent registered public accounting firm, FOR a
frequency of three years with respect to the
non-binding advisory vote on executive compensation and FOR
the non-binding resolution approving executive compensation
as described in this Proxy Statement.
PROPOSAL NUMBER
ONE
ELECTION
OF CLASS I DIRECTORS
Our Second Amended and Restated Articles of Incorporation
provide that our Board of Directors consists of not less than
five nor more than 10 directors, with such exact number of
directors being fixed by resolution of our Board of Directors.
The Board of Directors currently consists of seven directors and
is divided into two classes serving staggered two-year terms. At
the Annual Meeting, the shareholders will elect three
Class I directors to hold office until the annual meeting
of shareholders in 2013 and until their respective successors
have been duly elected and qualified, subject to their earlier
death, resignation or removal.
The term of the current Class I directors expires at the
Annual Meeting. Based on the recommendation of the Nominating
and Corporate Governance Committee of our Board of Directors,
our Board of Directors has nominated Messrs. Allen J.
Bernstein, James S. Gulmi and Saed Mohseni to serve as
Class I directors. Each nominee is currently serving as a
Class I director and has indicated a willingness to
continue serving as a director. The names and certain
information about the director nominees and the continuing
Class II directors are set forth below. There are no family
relationships among any of our directors or executive officers.
Unless contrary instructions are given, the shares represented
by a properly executed proxy will be voted FOR
the election of Messrs. Bernstein, Gulmi and Mohseni.
If any of the nominees should for any reason be unable or
unwilling to serve at any time prior to the Meeting, the proxies
will be voted for the election of such other person as a
substitute nominee as our Board of Directors may designate in
place of such nominee.
Required
Vote
Because the upcoming Meeting will trigger the expiration of the
terms of only three directors, proxies cannot be voted for more
than three director nominees. The three candidates receiving the
highest number of affirmative votes of the Company common shares
entitled to vote at the Meeting will be elected Class I
directors. Abstentions, broker non-votes and
withheld votes will have no effect on the outcome of the vote.
Directors
Standing for Election as Class I Directors
The name and age as of February 14, 2011 of each director
nominee, his position with us, the year in which he first became
a director and certain biographical information is set forth
below:
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Name
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Age
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Positions and Offices Held with the Company
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Director Since
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Allen J. Bernstein
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65
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Director
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2006
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James S. Gulmi
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Director
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2010
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Saed Mohseni
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Director, President and Chief Executive Officer
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2007
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Allen J. Bernstein has been a director of the Company
since June 2006. Mr. Bernstein is the president of Endeavor
Restaurant Group, Inc. He founded and served as chairman and
chief executive officer of Mortons Restaurant Group, Inc.
from 1989 through 2005. He currently serves on the boards of
directors of a number of public and privately held companies,
including The Cheesecake Factory Incorporated, Caribbean
Restaurants, LLC and as non-executive chairman of the board of
directors of Perkins & Marie Callenders, Inc.
Previously, Mr. Bernstein served as a director on the
boards of Charlie Browns Steakhouse, McCormick &
Schmicks Seafood Restaurants, Inc. and Dave &
Busters, Inc. He also serves on the board of trustees of the
American Film Institute. Mr. Bernstein brings over
20 years of restaurant industry experience to the Board of
Directors, and among other skills and qualifications, his
significant knowledge and understanding of the industry,
specifically the upscale affordable segment. Additionally,
Mr. Bernstein brings the knowledge and skills that come
from significant experience in the restaurant industry,
including at the senior executive and board level
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of a number of other publicly traded companies.
Mr. Bernstein earned a Bachelor of Business Administration
degree in Marketing from the University of Miami.
James S. Gulmi has been a director of the Company since
October 2010. Mr. Gulmi currently serves as the senior vice
president, finance and chief financial officer and treasurer of
Genesco Inc., a leading retailer of branded footwear, licensed
and branded headwear and wholesaler of branded footwear.
Mr. Gulmi joined Genesco Inc. in 1971 as a financial
analyst and was appointed chief financial officer in 1986.
Mr. Gulmi has served as Genesco Inc.s senior vice
president, finance, since 1996. Mr. Gulmi serves as a board
or committee member of several nonprofit agencies, including The
Community Foundation of Middle Tennessee, United Way of
Metropolitan Nashville and Leadership Nashville. Mr. Gulmi
brings more than 30 years of experience in corporate
finance, strategic planning and leadership of complex
organizations. Mr. Gulmi earned a Bachelor of Arts degree
in Business from Baldwin Wallace College and a Master of
Business Administration degree from Emory University.
Saed Mohseni joined the Company as Chief Executive
Officer in February 2007 and assumed the additional role of
President in September 2009. Mr. Mohseni has also served as
a director of the Company since June 2006. Prior to joining us,
Mr. Mohseni was the chief executive officer (January
2000-February 2007) and a director
(2004-2007)
of McCormick & Schmicks Seafood Restaurants,
Inc. Mr. Mohseni joined McCormick &
Schmicks in 1986 as a general manager. During his time at
McCormick & Schmicks, he also held the positions
of senior manager
(1988-1993),
vice president of operations-California
(1993-1997),
and senior vice president of operations
(1997-1999).
Mr. Mohseni attended Portland State University and Oregon
State University. Mr. Mohsenis qualifications to
serve on our Board of Directors include his knowledge of our
company and the restaurant industry and his years of leadership
at our company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE DIRECTOR NOMINEES NAMED ABOVE.
Directors
Not Standing for Election
The name and age as of February 14, 2011 of each
Class II member of our Board of Directors (who are not
standing for election at the Annual Meeting), his position with
us, the year in which he first became a director and certain
biographical information are set forth below:
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Name
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Age
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Positions and Officers Held with the Company
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Director Since
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Alton F. Doody III
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52
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Founder and Chairman of the Board
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1987
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David B. Pittaway
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59
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Director
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2006
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Harold O. Rosser II
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62
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Director
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2006
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Fortunato N. Valenti
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63
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Director
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2010
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Alton F. (Rick) Doody, III has been
Chairman of the Board of Directors of the Company since its
inception in 1987. Mr. Doody was our Chief Executive
Officer from 1992 until February 2007 and our President from
June 2006 until September 2009. Mr. Doody continues to
remain employed in a non-executive officer capacity by the
Company, primarily focusing on the development of our new
restaurants. Mr. Doody also founded Lindeys German
Village, and was responsible for all facets of its management.
Mr. Doody received a Bachelor of Sciences degree in
Economics from Ohio Wesleyan University and has completed all
the necessary coursework for a Masters Degree from Cornell
University in Restaurant/Hotel Management. Mr. Doody is a
member of the Young Presidents Organization and the
International Council of Shopping Center Owners and is a board
member for the Cleveland Restaurant Association.
Mr. Doodys qualifications to serve on our Board of
Directors include his knowledge of our company and the
restaurant industry and his years of leadership at our company.
David B. Pittaway has been a director of the Company
since June 2006. Mr. Pittaway is senior managing director,
senior vice president and secretary of Castle Harlan, Inc., a
private equity firm. He has been with Castle Harlan since 1987.
Mr. Pittaway also has been vice president and secretary of
Branford Castle, Inc., an investment company, since October,
1986. From 1987 to 1998, Mr. Pittaway was vice president,
chief financial officer and a director of Branford Chain, Inc.,
a marine wholesale company, where he is now a director and
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vice chairman. Previously, Mr. Pittaway was vice president
of strategic planning and assistant to the president of
Donaldson, Lufkin & Jenrette, Inc., an investment
banking firm. Mr. Pittaway is also a member of the boards
of directors of The Cheesecake Factory Incorporated,
Mortons Restaurant Group,, Inc. and Perkins &
Marie Callenders Inc. In addition, he is a director and
co-founder of the Armed Forces Reserve Family Assistance Fund.
Mr. Pittaway possesses in-depth knowledge and experience in
finance and strategic planning based on his more than
20 years of experience as an investment banker and manager
of Castle Harlans investing activities. Mr. Pittaway
brings significant restaurant industry experience to the Board
of Directors and, among other skills and qualifications, his
significant knowledge and understanding of the industry and his
experience serving as a director of a number of publicly traded
companies in the restaurant industry. Mr. Pittaway received
a Bachelor of Arts degree from the University of Kansas, a Juris
Doctorate degree from Harvard Law School and a Master of
Business Administration degree from Harvard Business School.
Harold O. Rosser II has served as a member of our
Board of Directors since June 2006. In January 2011,
Mr. Rosser founded Rosser Capital Partners Management L.P.
an entity formed to sponsor a private investment fund
specializing in investments in middle market
consumer & retail companies as well as restaurants and
other
multiple-unit
concepts. Prior to forming Rosser Capital Partners,
Mr. Rosser was a managing director and a founder of
Bruckmann, Rosser, Sherrill and Co. Management, L.P., a New
York-based private equity firm where he worked from 1995 to
2010. From 1987 through 1995 Mr. Rosser was an officer at
Citicorp Venture Capital. Prior to joining Citicorp Venture
Capital, he spent 12 years with Citicorp/Citibank in
various management and corporate finance positions.
Mr. Rosser is also a member of the board of trustees of the
Culinary Institute of America and the management committee of
the New Canaan Society. Mr. Rosser formerly served as a
director of several private and publicly traded companies and
had led his respective firms investments in more than 16
restaurant companies over the past 20 plus years. His in-depth
knowledge and experience in the restaurant and food service
industry, coupled with his skills in corporate finance,
strategic planning, leadership of complex organizations, and
board practices of private and public companies, strengthen the
Boards collective qualifications, skills and experience.
Mr. Rosser earned a Bachelor of Science degree from
Clarkson University and attended Management Development Programs
at Carnegie-Mellon University and the Stanford University
Business School.
Fortunato N. Valenti has been a director of the Company
since October 2010. Mr. Valenti currently serves as the
chief executive officer of Patina Restaurant Group (formerly
Restaurant Associates), a boutique restaurant and food service
company. Mr. Valenti joined Restaurant Associates in 1968
as a management trainee and was appointed to the position of
chief executive officer in 1994. From
2002-2007
Mr. Valenti served as a member of the board of directors of
McCormick & Schmicks Seafood Restaurants, Inc.
and has served as a member of the boards of directors of public
and private companies, including Real Mex Restaurants, Inc., Il
Fornaio (America) Corporation and Papa Ginos Inc.
Mr. Valenti is also a member of the boards of directors of
various non-profit organizations, including the Culinary
Institute of America, NYC & Co. and City Meals on
Wheels. Mr. Valenti brings significant restaurant industry
experience to the Board of Directors, including significant
experience at the senior executive and board level in both the
upscale affordable and upscale dining segments. Mr. Valenti
earned an Associates Degree from New York Community College.
PROPOSAL NUMBER
TWO
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board of Directors appointed
Deloitte & Touche LLP as the independent registered
public accounting firm to audit the consolidated financial
statements of the Company for the fiscal year ending
December 25, 2011. Deloitte & Touche LLP has
audited our financial statements since 1998. A representative of
Deloitte & Touche LLP is expected to be present at the
Annual Meeting and will be provided the opportunity to make a
statement if the representative desires to do so, and is
expected to be available to respond to appropriate questions.
Although action by the shareholders on this matter is not
required, the Audit Committee and the Board of Directors believe
it is appropriate to seek shareholder ratification of this
selection
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in light of the role played by the independent registered public
accounting firm in reporting on the Companys consolidated
financial statements. If the appointment of Deloitte &
Touche LLP as independent registered public accounting firm for
fiscal 2011 is not ratified by shareholders, the adverse vote
will be treated as a direction to the Audit Committee to
consider a different independent registered public accounting
firm for next year. However, because of the difficulty in making
any substitution so long after the beginning of the current
year, the appointment of Deloitte & Touche LLP for
fiscal 2011 will stand, unless the Audit Committee finds other
good reason for making a change. Even if this appointment is
ratified, the Audit Committee, in its discretion, may direct the
appointment of a different independent registered public
accounting firm at any time during the year if the Audit
Committee determines that such a change would be in the best
interests of the Company and its shareholders.
Fees for
Professional Services
The following table set forth aggregate fees billed to the
Company for fiscal 2010 and fiscal 2009 by its independent
registered public accounting firm, Deloitte & Touche
LLP:
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Fiscal 2010
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Fiscal 2009
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Audit Fees(1)
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$
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220,000
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$
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176,374
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Audit-Related Fees(2)
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763,058
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$
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Audit Fees consist of fees billed for professional services
rendered for the audit of the Companys consolidated annual
financial statements, review of the interim consolidated
financial statements included in quarterly reports, and services
that are normally provided by Deloitte & Touche LLP in
connection with statutory and regulatory filings or engagements. |
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Audit-Related Fees include all costs associated with services
provided by Deloitte & Touche LLP in connection with
the initial public offering of the Companys common shares
consummated in October 2010. |
Policy on
Audit Committee Pre-Approval of Audit and Non-Audit Services
Performed by the Independent Registered Public Accounting
Firm
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by the
Companys independent registered public accounting firm.
These services may include audit services, audit-related
services, tax services and other services. Pre-approval is
generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services.
The independent registered public accounting firm and management
are required to periodically report to the Audit Committee
regarding the extent of services provided by the independent
registered public accounting firm in accordance with such
pre-approval. Notwithstanding the foregoing, pre-approval of the
Audit Committee is not required for any non-audit service
provided by Deloitte & Touche LLP with a quoted fee of
less than $15,000.
Required
Vote
The ratification of the appointment of Deloitte &
Touche LLP as our independent registered public accounting firm
for the fiscal year ended December 25, 2011 requires the
affirmative vote of a majority of the common shares that are
present in person or by proxy and entitled to vote on the
proposal at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANYS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 25, 2011.
5
PROPOSAL NUMBER
THREE
ADVISORY VOTE ON THE FREQUENCY
OF
AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Company is seeking the input of its shareholders on the
frequency with which it will hold a non-binding advisory vote on
the compensation of its named executive officers. In voting on
this Proposal Number Three, shareholders may indicate their
preference as to whether the advisory vote on the compensation
of the Companys named executive officers should occur
(a) once every three years, (b) once every two years
or (c) once every year.
It is the opinion of the Board of Directors that the frequency
of the shareholder vote on the compensation of the
Companys named executive officers should be once every
three years. The Company views the way it compensates its named
executive officers as an essential part of its strategy to
maximize the performance of the Company and deliver enhanced
value to the Companys shareholders. The Board believes
that a vote every three years will permit the Company to focus
on developing compensation practices that are in the best
long-term interests of its shareholders. The Board believes that
a more frequent advisory vote may cause the Company to focus on
the short-term impact of its compensation practices to the
possible detriment of the long-term performance of the Company.
You may cast your vote on your preferred voting frequency by
choosing the option of one year, two years, three years or
abstain from voting when you vote in response to the resolution
set forth below.
RESOLVED, that the option of once every one year, two
years, or three years that receives the highest number of votes
cast for this resolution will be determined to be the preferred
frequency with which the Company is to hold a shareholder vote
to approve the compensation of the named executive officers, as
disclosed pursuant to the Securities and Exchange
Commissions compensation disclosure rules (which
disclosure shall include the Compensation Discussion and
Analysis, the Summary Compensation Table, and the other related
tables and disclosure).
The option of one year, two years or three years that receives
the highest number of votes cast by shareholders will be the
frequency for the advisory vote on executive compensation that
has been approved by shareholders. Although the results of this
vote may impact how frequently the Company holds an advisory
vote on executive compensation, this vote is not binding on the
Company. The Board of Directors may decide, after considering
the results of this vote, that it is in the best interests of
the Companys shareholders to hold the advisory vote on
executive compensation on a different schedule than the option
approved by the Companys shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR A FREQUENCY OF THREE YEARS.
PROPOSAL NUMBER
FOUR
ADVISORY
VOTE ON EXECUTIVE COMPENSATION
The Company is providing its shareholders with the opportunity
to cast an advisory vote on the compensation of its named
executive officers, as disclosed in the Compensation Discussion
and Analysis section and accompanying tables beginning on
page 11 of this Proxy Statement.
The Companys goals for its executive compensation program
are to (i) attract, motivate and retain outstanding
individual named executive officers; (ii) reward named
executive officers for attaining desired levels of profit and
shareholder value; and (iii) align the financial interests
of each named executive officer with the interests of our
shareholders to encourage each named executive officer to
contribute to our long-term performance and success. The Company
believes that its executive compensation program achieves these
goals. For a more detailed description of the Companys
financial results for fiscal year 2010, please see Part II,
Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations in
6
the Companys Annual Report on
Form 10-K
for the fiscal year ended December 26, 2010, filed on
February 17, 2011.
The Company is asking our shareholders to indicate their support
for our named executive officer compensation as described in
this Proxy Statement. This proposal, commonly known as a
say-on-pay
proposal, gives our shareholders the opportunity to express
their views on our named executive officers compensation.
This vote is not intended to address any specific item of
compensation, but rather the overall compensation of our named
executive officers and the philosophy, policies and practices
described in this Proxy Statement. Accordingly, we will ask our
shareholders to vote FOR the following resolution at
the Annual Meeting:
RESOLVED, that the Companys shareholders approve, on
an advisory basis, the compensation of the named executive
officers, as disclosed in the Companys Proxy Statement for
the 2011 Annual Meeting of Shareholders pursuant to the
compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis,
the Summary Compensation Table and the other related tables and
disclosure.
As an advisory vote, this proposal is not binding upon the
Company. However, to the extent that a significant percentage of
votes are cast against the compensation of the Companys
named executive officers, the Company will determine whether any
actions are necessary to address the concerns reflected in such
votes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE NON-BINDING RESOLUTION APPROVING EXECUTIVE
COMPENSATION.
CORPORATE
GOVERNANCE
Director
Independence
Our Board of Directors has undertaken a review of the
independence of our directors and considered whether any
director has a material relationship with us that could
compromise his ability to exercise independent judgment in
carrying out his responsibilities. We believe that
Messrs. Bernstein, Gulmi and Valenti currently meet these
independence standards.
Board
Leadership Structure
The Board of Directors does not have a formal policy on whether
the roles of Chief Executive Officer and Chairman of the Board
of Directors should be separate. However, the Company has had
separate individuals serve in those positions for several years.
Since 2007, the Companys Board of Directors has been led
by Alton F. Doody, III, founder of the Company, as
Chairman, and Saed Mohseni has served as the Companys
Chief Executive Officer. The Board of Directors has carefully
considered its leadership structure and believes at this time
that the Company and its shareholders are best served by having
the positions of Chairman and Chief Executive Officer filled by
different individuals. This allows the Chief Executive Officer
to, among other things, focus on the Companys
day-to-day
business, while allowing the Chairman to lead the Board of
Directors in its fundamental role of providing advice and
oversight of management. Further, the Board of Directors
believes that its other structural features, including three
independent directors and five non-employee directors on a board
consisting of seven directors and key committees consisting
wholly of independent directors, provide for substantial
independent oversight of the Companys management. However,
the Board of Directors recognizes that depending on future
circumstances, other leadership models may become more
appropriate. Accordingly, the Board of Directors will continue
to periodically review its leadership structure.
Risk
Oversight
We face a number of risks, including market price risks in beef,
seafood, produce and other food product prices, liquidity risk,
reputational risk, operational risk and risks from adverse
fluctuations in interest rates and inflation
and/or
deflation. Management is responsible for the
day-to-day
management of risks faced by our
7
company, while the Board of Directors currently has
responsibility for the oversight of risk management. In its risk
oversight role, the Board of Directors seeks to ensure that the
risk management processes designed and implemented by management
are adequate. The Board of Directors also reviews with
management our strategic objectives which may be affected by
identified risks, our plans for monitoring and controlling risk,
the effectiveness of such plans, appropriate risk tolerance and
our disclosure of risk. Our Audit Committee is responsible for
periodically reviewing with management and independent auditors
the adequacy and effectiveness of our policies for assessing and
managing risk. The other committees of the Board of Directors
also monitor certain risks related to their respective committee
responsibilities. All committees report to the full Board of
Directors as appropriate, including when a matter rises to the
level of a material or enterprise level risk.
Board
Committees
Our Board of Directors has established various committees to
assist it with its responsibilities. Those committees are
described below.
Audit
Committee
The current Audit Committee members are Messrs. Bernstein,
Gulmi and Valenti, with Mr. Gulmi serving as the Audit
Committees chairman. The NASDAQ Global Market financial
literacy standards require that each member of our Audit
Committee be able to read and understand fundamental financial
statements. In addition, the Company is required to disclose
whether at least one member of our Audit Committee qualifies as
an audit committee financial expert, as defined by
Item 407(d)(5) of
Regulation S-K
promulgated by the SEC, and have financial sophistication in
accordance with NASDAQ Global Market rules. Our Board of
Directors has determined that Mr. Gulmi qualifies as an
audit committee financial expert and is independent, as
independence for audit committee members is defined by
applicable NASDAQ Global Market rules.
The primary function of the Audit Committee is to assist the
Board of Directors in the oversight of the integrity of our
financial statements, our compliance with legal and regulatory
requirements, our independent registered public
accountants qualifications and independence and the
performance of our internal audit function and independent
registered public accountants. The Audit Committee also prepares
an audit committee report required by the SEC to be included in
our proxy statements.
The Audit Committee fulfills its oversight responsibilities by
reviewing the following: (i) the financial reports and
other financial information provided by us to our shareholders
and others; (ii) our systems of internal controls regarding
finance, accounting, legal and regulatory compliance and
business conduct established by management and the Board of
Directors; and (iii) our auditing, accounting and financial
processes generally. The Audit Committees primary duties
and responsibilities are to:
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serve as an independent and objective party to monitor our
financial reporting process and internal control systems;
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review and appraise the audit efforts of our independent
registered public accountants and exercise ultimate authority
over the relationship between us and our independent registered
public accountants; and
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provide an open avenue of communication among the independent
registered public accountants, financial and senior management
and the Board of Directors.
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The Audit Committee holds regular meetings at least four times
each year and held six meetings in fiscal 2010. The Audit
Committee reports the significant results of its activities to
the Board of Directors at each regularly scheduled meeting of
the Board of Directors.
Our Board of Directors has adopted a charter for the Audit
Committee that complies with current federal and NASDAQ Global
Market rules relating to corporate governance matters.
Deloitte & Touche LLP is presently our independent
registered accounting firm.
8
Nominating
and Corporate Governance Committee
The current Nominating and Corporate Governance Committee
members are Messrs. Bernstein, Rosser and Valenti, with
Mr. Rosser serving as the Nominating and Corporate
Governance Committee chairman. The Nominating and Corporate
Governance Committee:
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identifies individuals qualified to serve as our directors;
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nominates qualified individuals for election to our Board of
Directors at annual meetings of shareholders;
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establishes a policy for considering shareholder nominees for
election to our Board of Directors; and
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recommends to our Board the directors to serve on each of our
Board committees.
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Our Board of Directors has adopted a charter for the Nominating
and Corporate Governance Committee that complies with current
federal and NASDAQ Global Market rules relating to corporate
governance matters. Our Nominating and Corporate Governance
Committee held one meeting in fiscal 2010.
Compensation
Committee
The current Compensation Committee members are
Messrs. Bernstein, Pittaway and Valenti, with
Mr. Pittaway serving as the Compensation Committee
chairman. The primary responsibility of the Compensation
Committee is to develop and oversee the implementation of our
philosophy with respect to the compensation of our executive
officers and directors. In that regard, the Compensation
Committee:
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has the sole authority to retain and terminate any compensation
consultant used to assist us, the Board of Directors or the
Compensation Committee in the evaluation of the compensation of
our executive officers and directors;
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to the extent necessary or appropriate to carry-out its
responsibilities, has the authority to retain special legal,
accounting, actuarial or other advisors;
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annually reviews and recommends to the Board for approval
corporate goals and objectives to serve as the basis for the
compensation of our executive officers, evaluates the
performance of our executive officers in light of such goals and
objectives and determines and recommends to the Board for
approval the compensation level of our executive officers based
on such evaluation;
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interprets, implements, administers, reviews and recommends to
the Board for approval all aspects of remuneration to our
executive officers and other key officers, including their
participation in incentive-compensation plans and equity-based
compensation plans;
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reviews and recommends to the Board for approval all employment
agreements, consulting agreements, severance arrangements and
change in control agreements for our executive officers;
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develops, approves, administers and recommends to the Board of
Directors and our shareholders for their approval (to the extent
such approval is required by any applicable law, regulation or
NASDAQ Global Market rules) all of our stock ownership, stock
option and other equity-based compensation plans and all related
policies and programs;
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makes individual determinations and recommends to the Board for
approval any grants of any shares, stock options or other
equity-based awards under all equity-based compensation plans,
and exercises such other power and authority as may be required
or permitted under such plans;
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has the authority to form and delegate authority to
subcommittees;
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reports regularly, but not less frequently than annually, to our
Board of Directors;
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annually reviews and reassesses the adequacy of its charter and
recommends any proposed changes to our Board of Directors for
its approval; and
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annually reviews its own performance, and reports the results of
such review to our Board of Directors.
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9
The Compensation Committee has the same authority with regard to
all aspects of director compensation as it has been granted with
regard to executive compensation, except that any ultimate
decision regarding the compensation of any director is subject
to the approval of our Board of Directors. The Compensation
Committee held one meeting in fiscal 2010.
Our Board of Directors has adopted a charter for the
Compensation Committee that complies with current federal and
NASDAQ Global Market rules relating to corporate governance
matters.
Compensation
Committee Interlocks and Insider Participation
None of the members of the Compensation Committee currently is
or has been at any time one of our officers or employees. None
of our executive officers currently serves, or has served during
the last completed fiscal year, as a member of the Board of
Directors or Compensation Committee of any entity that has one
or more executive officers serving as a member of our Board of
Directors or Compensation Committee.
Communications
with Directors
Shareholders may communicate appropriately with any and all
Company directors by sending written correspondence addressed as
follows:
Bravo Brio Restaurant Group, Inc.
Attention: Board of Directors
c/o James
J. OConnor, Chief Financial Officer, Treasurer and
Secretary
777 Goodale Boulevard, Suite 100
Columbus, Ohio 43212
The Companys Secretary will forward such communication to
the appropriate members of the Board of Directors.
Meeting
Attendance
During fiscal 2010, the Board of Directors held seven meetings.
Meetings include both in-person and telephonic meetings. No
member of the Board of Directors attended fewer than 75% of the
aggregate number of meetings of the Board of Directors and the
committees on which he served. For information regarding
committee meetings and composition, please see the section above
entitled Board Committees.
The Company believes that the Annual Meeting of Shareholders is
a good opportunity for the shareholders to meet and, if
appropriate, ask questions of the Board of Directors. It is also
a good opportunity for the members of the Board of Directors to
hear any feedback the shareholders may share with the Company at
the meeting. All directors are strongly encouraged to attend the
Annual Meeting. The Company has not previously held an annual
meeting of shareholders.
Executive
Officers
The name and age as of February 14, 2011 of each executive
officer of the Company, his position with us, the year in which
he first became an executive officer and certain biographical
information are set forth below:
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Name
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Position Held With the Company
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Age
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Saed Mohseni
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Director, President and Chief Executive Officer
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48
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James J. OConnor
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Chief Financial Officer, Treasurer and Secretary
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49
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Brian T. OMalley
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Chief Operating Officer
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43
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Michael L. Moser
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Senior Vice President, Operations
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54
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Ronald F. Dee
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Senior Vice President, Development
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46
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Saed Mohseni is being considered for re-election to the
position of Class I director of the Company. See
Director Nominees for a discussion of
Mr. Mohsenis business experience.
10
James J. OConnor joined the Company as Chief
Financial Officer, Treasurer and Secretary in February 2007. For
the six years prior to joining us, Mr. OConnor held
various senior level financial positions, including chief
financial officer of the Wendys Brand, at Wendys
International, Inc. From 1999 to 2000, Mr. OConnor
served as senior manager of financial reporting for Tween
Brands. Mr. OConnor previously served as a senior
manager for PricewaterhouseCoopers LLP from 1985 until 1998.
Mr. OConnor earned a Bachelor of Sciences degree in
Accounting and Finance from the Ohio State University.
Brian T. OMalley was appointed Chief Operating
Officer in October 2010 and previously served as Senior Vice
President of Operations, BRIO from 2006 until October 2010.
Mr. OMalley joined the Company in 1996 as the General
Manager of BRAVO! Dayton. Mr. OMalley was promoted to
District Partner in 1999, Director of Operations in 2000 and to
Vice President of Operations in 2004. Prior to joining us,
Mr. OMalley was employed with Sante Fe Steakhouse,
where he held positions as a general manager, director of
training and regional manager. Mr. OMalley earned a
Bachelor of Sciences degree in Speech Communications and
Hospitality Management from the University of Wisconsin-Stout.
Michael L. Moser served as Senior Vice President of
Operations, BRAVO!, from 2006 until his retirement from the
Company effective December 26, 2010. Mr. Moser is a
classically trained chef who has over thirty years of experience
in the restaurant industry. Mr. Moser joined the Company as
a Vice President of Operations in August of 2004. Prior to
joining us, Mr. Moser served as the chief operating officer
of the Texas Land and Cattle Steak House, a privately held
24 unit restaurant company. From 1996 to 2001,
Mr. Moser was chief operating officer of Romanos
Macaroni Grill. Prior to becoming chief operating officer,
Mr. Moser served as director of operations and founding
concept chef for creator Phillip Romano. Mr. Moser attended
Wayne State University.
Ronald F. Dee has served as our Senior Vice President of
Development since May 2007. For the year prior to assuming his
current position, Mr. Dee served as our Director of Real
Estate. Mr. Dee joined the Company in July of 2003. Prior
to joining us, Mr. Dee was Vice President, Development with
Darden Restaurants overseeing all Red Lobster brand development.
Mr. Dee has over twenty years of real estate development
experience in the restaurant/hospitality industry having also
held senior management positions with Marriott International and
Taco Bell Corp. Mr. Dee is an active member of the
International Counsel of Shopping Center Owners. Mr. Dee
attended the State University of New York at Buffalo.
FORWARD-LOOKING
STATEMENTS
This Proxy Statement, including the section entitled
Compensation Discussion and Analysis set forth
below, contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933,
as amended (the Securities Act), and
Section 21E of the Exchange Act of 1934, as amended (the
Exchange Act). These statements are based on our
current expectations and involve risks and uncertainties which
may cause results to differ materially from those set forth in
the statements. The forward-looking statements may include
statements regarding actions to be taken in the future. We
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events
or otherwise. Forward-looking statements should be evaluated
together with the many uncertainties that affect our business,
particularly those set forth in the section on forward-looking
statements and in the risk factors in Item 1A of our Annual
Report on
Form 10-K
for the fiscal year ended December 26, 2010 and in our
quarterly reports on
Form 10-Q
and current reports on
Form 8-K
as filed with the SEC.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
This Compensation Discussion and Analysis
(CD&A) provides an overview of our executive
compensation program, together with a description of the
material factors underlying the decisions that resulted in the
compensation provided to our Chief Executive Officer, Chief
Financial Officer and the other executive officers who were the
highest paid during the fiscal year ended December 26, 2010
(collectively, the named executive
11
officers), as presented in the tables which follow this
CD&A. This CD&A contains statements regarding our
performance targets and goals. These targets and goals are
disclosed in the limited context of our compensation program and
should not be understood to be statements of managements
expectations or estimates of financial results or other
guidance. We specifically caution investors not to apply these
statements to other contexts.
Objective
of Compensation Policy
The objective of the Companys compensation policy is to
provide a total compensation package to each named executive
officer that will enable us to:
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attract, motivate and retain outstanding individual named
executive officers;
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reward named executive officers for attaining desired levels of
profit and shareholder value; and
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align the financial interests of each named executive officer
with the interests of our shareholders to encourage each named
executive officer to contribute to our long-term performance and
success.
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Overall, our compensation program is designed to reward
individual and Company performance. As discussed further below,
a significant portion of named executive officer compensation is
comprised of a combination of annual cash bonuses, which reward
annual Company and executive performance, and equity
compensation, which rewards long-term Company and executive
performance. We believe that by weighting total compensation in
favor of the bonus and long-term incentive components of our
total compensation program, we appropriately reward individual
achievement while at the same time providing incentives to
promote Company performance. We also believe that salary levels
should be reflective of individual performance and therefore
factor this into the adjustment of base salary levels each year.
Process
for Setting Total Compensation
Generally, our overall compensation package for named executive
officers is administered and determined by our Compensation
Committee, comprised of a majority of independent non-employee
directors. The Company sets annual base salaries, cash bonuses,
and equity-based awards for each named executive officer at
levels it believes are appropriate considering each named
executive officers annual review, the awards and
compensation paid to the named executive officer in past years,
and progress toward or attainment of previously set personal and
corporate goals and objectives, including attainment of
financial performance goals and such other factors as the
Compensation Committee deems appropriate and in our best
interests and the best interests of our shareholders. These
goals and objectives are discussed more fully below under the
headings Annual Bonus Compensation and Equity
Compensation.
The Compensation Committee may also, from time to time, consider
recommendations from the Chief Executive Officer regarding total
compensation for named executive officers. The Compensation
Committee does not rely on predetermined formulas or a limited
set of criteria when it evaluates the performance of the Chief
Executive Officer and our other named executive officers. The
Committee may accord different weight at different times to
different factors for each named executive officer.
Elements
of Compensation
Our compensation program for named executive officers consists
of the following elements of compensation, each described in
greater depth below:
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Base salaries;
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Annual cash bonuses;
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Equity-based incentive compensation;
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Severance and
change-in-control
benefits;
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Perquisites; and
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General benefits.
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12
The Company provides few personal benefits to named executive
officers, and what personal benefits are provided are generally
considered related to each named executive officers
performance of his duties with the Company. The Company may also
enter into employment agreements with named executive officers
to provide severance benefits as a recruitment and retention
mechanism. Currently, the Company is a party to employment
agreements with Mr. Mohseni, entered into at the time of
his hire in 2007, and with Mr. OConnor, entered into
upon the consummation of the Companys initial public
offering (the IPO) in 2010, each of which provides
for severance benefits as described more fully under the heading
Potential Payments upon Termination or Change in
Control, below. Finally, named executive officers
participate in the Companys health and benefit plans, and
are entitled to vacation and paid time off based on the
Companys general vacation policies.
Employment
Agreement
The Company does not have any general policies regarding the use
of employment agreements, but may, from time to time, enter into
such a written agreement to reflect the terms and conditions of
employment of a particular named executive officer, whether at
the time of hire or thereafter. For example, the Company entered
into an employment agreement with Mr. Mohseni at the time
of his hire in order to attract Mr. Mohseni to transition
from his role as a non-employee Board member to a full time
chief executive officer. The Company viewed such a negotiated
arrangement as a meaningful recruitment and retention mechanism
for Mr. Mohseni. In addition, the Company entered into a
written employment agreement with Mr. OConnor in
October 2010 upon completion of the IPO in order to continue to
retain Mr. OConnor as a member of the Companys
senior management team.
Base
Salary
We pay base salaries because salaries are essential to
recruiting and retaining qualified employees. Base salaries also
create a performance incentive in the form of potential salary
increases. Except with respect to Messrs. Mohseni and
OConnor, whose base salaries are set pursuant to their
respective employment agreements, base salaries are initially
set by the Compensation Committee. These salary levels are set
based on the named executive officers experience and
performance with previous employers and negotiations with
individual named executive officers. Thereafter, the
Compensation Committee may increase base salaries each year
based on its subjective assessment of the Companys and the
individual executive officers performance and his or her
experience, length of service and changes in responsibilities.
Included in this subjective determination is Compensation
Committees evaluation of the development and execution of
strategic plans, the exercise of leadership, and involvement in
industry groups. The weight given such factors by the
Compensation Committee may vary from one named executive officer
to another.
Mr. Mohsenis employment agreement provides him with
an annual base salary of $518,000. Mr. Mohsenis base
salary has not been modified since his hire in 2007. The Company
determined, at the time of Mr. Mohsenis hire, that a
commitment to pay base salary to him at this level was necessary
to recruit him to join the Company.
Mr. OConnors employment agreement provides him
with an annual base salary of $206,000. The Company determined,
at the time of the consummation of the IPO, that a commitment to
pay base salary to him at this level was necessary to continue
to retain him as a member of the Companys senior
management team.
The following table sets forth the base salaries for the named
executive officers for the two most recent fiscal years.
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Annual Salary ($)
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Executive Officer
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2010
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2009
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Saed Mohseni
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$
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518,000
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$
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518,000
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James J. OConnor
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206,000
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206,000
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Brian T. OMalley
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185,000
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185,000
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Michael L. Moser
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185,000
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185,000
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Ronald F. Dee
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165,000
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165,000
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13
In February 2011, the Compensation Committee made adjustments to
the base salaries for the named executive officers as shown in
the table below. The adjusted salaries will take effect on
April 1, 2011.
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Annual Salary ($)
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Executive Officer
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2011
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Saed Mohseni
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$
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528,000
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James J. OConnor
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220,000
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Brian T. OMalley
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200,000
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Michael L. Moser
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Ronald F. Dee
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172,500
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Annual
Bonus Compensation
In line with our strategy of rewarding performance, a
significant part of the Companys executive compensation
philosophy is the payment of cash bonuses to named executive
officers based on an annual evaluation of individual and Company
performance, considering several factors as discussed below.
Except with respect to Mr. Mohseni, whose target bonus is
set at 30% of his base salary pursuant to his employment
agreement, the Compensation Committee establishes target bonuses
(the amount each named executive officer may receive if
performance goals and objectives are met) for each named
executive officer at the beginning of the fiscal year. The
target bonuses are set at levels the Compensation Committee
believes will provide a meaningful incentive to named executive
officers to contribute to the Companys financial
performance.
In 2010, the Compensation Committee determined that each named
executive officers bonus would be determined based
primarily on the achievement of Company earnings before
interest, taxes, depreciation and amortization plus the sum of
asset impairment charges, pre-opening costs, management and
board of director fees and expenses as well as certain non-cash
adjustments, as defined in the credit agreement governing our
senior credit facilities (Company EBITDA). For 2010, the
Compensation Committee determined to pay bonuses at the target
levels if Company EBITDA met or exceeded $42.0 million.
Actual Company EBITDA for 2010 was $46.5 million. Although
the EBITDA target established by the Compensation Committee for
2010 for the Company was achieved, the Compensation Committee
exercised negative discretion to reduce the bonus amounts
payable to certain employees, including Messrs. Moser and
Dee. Such employees received an actual bonus award that was 80%
of the target award. Additionally, the Compensation Committee in
its discretion, elected to provide Mr. OConnor with
additional bonus compensation above his target award for his
role in the successful completion of the IPO.
We use Company EBITDA, together with financial measures prepared
in accordance with GAAP, such as revenue and cash flows from
operations, to assess our historical and prospective operating
performance and to enhance our understanding of our core
operating performance. Additionally, we use Company EBITDA
internally to evaluate the performance of our personnel and also
as a benchmark to evaluate our operating performance or compare
our performance to that of our competitors. The use of Company
EBITDA as a performance measure permits a comparative assessment
of our operating performance relative to our performance based
on our GAAP results, while isolating the effects of some items
that vary from period to period without any correlation to core
operating performance or that vary widely among similar
companies.
Target and actual bonuses for 2010 awarded to each of the named
executive officers are set forth in the table below. The actual
bonus amounts are also included in the Non-Equity
Incentive Plan Compensation column of the Summary
Compensation Table, below.
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Target Award
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Actual Award
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Name
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($)
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($)
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Saed Mohseni
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155,400
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155,400
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James J. OConnor
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75,000
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85,000
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Brian T. OMalley
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70,000
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70,000
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Michael L. Moser
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70,000
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56,000
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Ronald F. Dee
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|
|
35,000
|
|
|
|
28,000
|
|
14
In February 2011, the Compensation Committee established target
bonus award thresholds for the named executive officers as set
forth in the table below.
|
|
|
|
|
|
|
Target Award
|
Name
|
|
($)
|
|
Saed Mohseni
|
|
|
160,000
|
|
James J. OConnor
|
|
|
85,000
|
|
Brian T. OMalley
|
|
|
85,000
|
|
Michael L. Moser
|
|
|
|
|
Ronald F. Dee
|
|
|
35,000
|
|
Equity
Compensation
We pay equity-based compensation to our named executive officers
because it provides a vital link between the long-term results
achieved for our shareholders and the rewards provided to named
executive officers, thereby ensuring that such officers have a
continuing stake in our long-term success.
The Company adopted the Bravo Development, Inc. Option Plan (the
2006 Plan) in order to provide an incentive to
employees selected by the Board of Directors for participation.
Pursuant to the 2006 Plan, we have 1,414,203 stock options
outstanding that were granted between 2006 and 2009, including
717,479 options that have been granted to the named executive
officers. In connection with the IPO, the Board of Directors
determined, pursuant to the exercise of its discretion in
accordance with the 2006 Plan, that upon the consummation of the
IPO (i) each then outstanding option award under the 2006
Plan would be deemed to have vested in a percentage equal to the
greater of 80.0% or the percentage of the option award already
vested as of that date and, (ii) each then outstanding
option award would be deemed 80.0% exercisable. Any unvested
and/or
unexercisable portion of each then outstanding option award was
forfeited in accordance with the terms of the 2006 Plan. At
December 26, 2010 all the outstanding options under the
2006 Plan were fully vested and immediately exercisable.
The following table sets forth the number of options granted to
each of the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
Option
|
|
|
Unexercised Options
|
|
Unexercised Options
|
|
Exercise
|
|
Expiration
|
Name
|
|
(#)(1) Exercisable
|
|
(#)(1) Unexercisable
|
|
Price ($)
|
|
Date
|
|
Saed Mohseni
|
|
|
361,719
|
|
|
|
|
|
|
|
1.45
|
|
|
|
2/13/17
|
|
James J. OConnor
|
|
|
72,344
|
|
|
|
|
|
|
|
1.45
|
|
|
|
2/13/17
|
|
|
|
|
3,307
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
Brian T. OMalley
|
|
|
90,430
|
|
|
|
|
|
|
|
1.45
|
|
|
|
6/29/16
|
|
|
|
|
3,307
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
Michael L. Moser
|
|
|
90,430
|
|
|
|
|
|
|
|
1.45
|
|
|
|
6/29/16
|
|
|
|
|
3,307
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
Ronald F. Dee
|
|
|
90,430
|
|
|
|
|
|
|
|
1.45
|
|
|
|
6/29/16
|
|
|
|
|
2,205
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
|
|
|
(1) |
|
As described above in Equity
Compensation, in connection with the Board of
Directors exercise of its discretion under the 2006 Plan,
80.0% of the then-outstanding options under the 2006 Plan became
immediately vested and exercisable upon consummation of the IPO. |
Bravo
Brio Restaurant Group, Inc. Stock Incentive Plan
On October 6, 2010, our Board of Directors approved and, on
October 18, 2010, our shareholders approved the Bravo Brio
Restaurant Group, Inc. Stock Incentive Plan (the Stock
Incentive Plan). The Stock Incentive Plan became effective
on October 26, 2010 upon the completion of our IPO. In
connection with the adoption of the Stock Incentive Plan, the
Board of Directors terminated the 2006 Plan and no further
awards will be granted under the 2006 Plan after such date.
However, the termination of the 2006 Plan will not affect
15
awards outstanding under the 2006 Plan at the time of its
termination and the terms of the 2006 Plan will continue to
govern outstanding awards granted under the 2006 Plan. A summary
of the Stock Incentive Plan and the 2006 Plan is provided below.
Summary
of the Stock Incentive Plan
The purpose of the Stock Incentive Plan is to assist us and our
subsidiaries in attracting and retaining valued employees,
consultants and non-employee directors by offering them a
greater stake in our success and a closer identity with us, and
to encourage ownership of our common shares by such individuals.
Our employees, consultants and members of our Board of
Directors, as well as employees and consultants of our
subsidiaries, are eligible to participate in the Stock Incentive
Plan. The Stock Incentive Plan provides for the grant of stock
options, restricted stock, restricted stock units, stock
appreciation rights and other stock-based awards, collectively
referred to as awards. Each award will vest 25% per
year for four years.
The following table sets forth the number of restricted shares
granted to each of the named executive officers during fiscal
2010, because Mr. Moser retired from the Company effective
on December 26, 2010, he was not granted any restricted
shares in 2010:
|
|
|
|
|
|
|
2010 Restricted
|
Name
|
|
Share Grants
|
|
Saed Mohseni
|
|
|
30,000
|
|
James J. OConnor
|
|
|
25,000
|
|
Brian T. OMalley
|
|
|
25,000
|
|
Michael L. Moser
|
|
|
|
|
Ronald F. Dee
|
|
|
9,000
|
|
Severance
and Transaction-Based Benefits
Except with respect to Mr. Mohseni and
Mr. OConnor, the Company does not have any
agreements, plans or programs for the payment of severance to
any named executive officers. However, as a recruitment
incentive for Mr. Mohseni and also as a means for the
Company to provide security to Mr. Mohseni and to
Mr. OConnor in the event of their termination of
employment for reasons beyond their control or a change in the
material terms of their employment without consent, the Company
agreed to pay them severance benefits. Mr. Mohseni is
entitled to two years of severance in the event of his
termination of employment in limited circumstances and
Mr. OConnors employment agreement provides for
the payment of two years of severance upon his termination of
employment in limited circumstances.
Perquisites
In 2010, we provided certain personal-benefit perquisites to
named executive officers as summarized below. The aggregate
incremental cost to the Company of the perquisites received by
each of the named executive officers in 2010 did not exceed
$10,000 and accordingly, such benefits are not included in the
Summary Compensation Table below.
Car Allowance. The Company provided car
allowances of $4,800 for Messrs. OMalley and Moser in
2010. These allowances will be discontinued in 2011.
Complimentary Dining. The Company provides the
named executive officers with complimentary dining privileges at
any of our restaurants. The Company views complimentary dining
privileges as a meaningful benefit to our named executive
officers as it is important for named executive officers to
experience our product in order to better perform their duties
for the Company.
16
General
Benefits
The following are standard benefits offered to all eligible
Company employees, including named executive officers.
Retirement Benefits. The Company maintains a
tax-qualified 401(k) savings plan. However, our named executive
officers do not participate in our 401(k) savings plan.
Medical, Dental, Life Insurance and Disability
Coverage. Active employee benefits such as
medical, dental, life insurance and disability coverage are
available to all eligible employees, including our named
executive officers.
Other Paid Time-Off Benefits. We also provide
vacation and other paid holidays to all employees, including the
named executive officers, which our Compensation Committee has
determined to be appropriate for a Company of our size and in
our industry.
Tax and
Accounting Considerations
U.S. federal income tax generally limits the tax
deductibility of compensation we pay to our Chief Executive
Officer and certain other highly compensated executive officers
to $1.0 million in the year the compensation becomes
taxable to the executive officers. There is an exception to the
limit on deductibility for performance-based compensation that
meets certain requirements. Although deductibility of
compensation is preferred, tax deductibility is not a primary
objective of our compensation programs. Rather, we seek to
maintain flexibility in how we compensate our executive officers
so as to meet a broader set of corporate and strategic goals and
the needs of shareholders, and as such, we may be limited in our
ability to deduct amounts of compensation from time to time.
Accounting rules require us to expense the cost of our stock
option grants. Because of option expensing and the impact of
dilution on our shareholders, we pay close attention to, among
other factors, the type of equity awards we grant and the number
and value of the shares underlying such awards.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Non-Equity
|
|
All Other
|
|
Total
|
Name and Principal
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Incentive
|
|
Compensation
|
|
Compensation
|
Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
Plan ($)
|
|
($)(4)
|
|
($)
|
|
Saed Mohseni,
|
|
|
2010
|
|
|
|
518,000
|
|
|
|
|
|
|
|
507,000
|
|
|
|
|
|
|
|
155,400
|
|
|
|
|
|
|
|
1,180,400
|
|
President, Chief Executive Officer and
|
|
|
2009
|
|
|
|
518,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,160
|
|
|
|
|
|
|
|
580,160
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. OConnor,
|
|
|
2010
|
|
|
|
206,000
|
|
|
|
|
|
|
|
422,500
|
|
|
|
|
|
|
|
85,000
|
|
|
|
|
|
|
|
713,500
|
|
Chief Financial Officer, Treasurer and
|
|
|
2009
|
|
|
|
206,000
|
|
|
|
9,270
|
|
|
|
|
|
|
|
52,256
|
|
|
|
30,000
|
|
|
|
|
|
|
|
297,526
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian T. OMalley,
|
|
|
2010
|
|
|
|
185,000
|
|
|
|
|
|
|
|
422,500
|
|
|
|
|
|
|
|
70,000
|
|
|
|
|
|
|
|
677,500
|
|
Chief Operating Officer
|
|
|
2009
|
|
|
|
185,000
|
|
|
|
9,250
|
|
|
|
|
|
|
|
52,256
|
|
|
|
28,000
|
|
|
|
|
|
|
|
274,506
|
|
Michael L. Moser,
|
|
|
2010
|
|
|
|
185,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,000
|
|
|
|
|
|
|
|
241,000
|
|
Senior Vice President of Operations,
|
|
|
2009
|
|
|
|
185,000
|
|
|
|
6,475
|
|
|
|
|
|
|
|
52,256
|
|
|
|
28,000
|
|
|
|
|
|
|
|
271,731
|
|
BRAVO!(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald F. Dee,
|
|
|
2010
|
|
|
|
165,000
|
|
|
|
|
|
|
|
152,100
|
|
|
|
|
|
|
|
28,000
|
|
|
|
|
|
|
|
345,100
|
|
Senior Vice President
|
|
|
2009
|
|
|
|
165,000
|
|
|
|
4,950
|
|
|
|
|
|
|
|
34,837
|
|
|
|
14,000
|
|
|
|
|
|
|
|
218,787
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents discretionary bonuses paid to certain named executive
officers in 2009 in lieu of
cost-of-living
increases in base salaries for 2010. |
|
(2) |
|
Reflects the aggregate fair value of restricted stock awards
based on the fair value of the restricted stock on the day prior
to the grant date, in accordance with FASB ASC Topic 718,
excluding the effects of estimated forfeitures. Assumptions used
in the calculation of this amount are included in the footnote
titled Stock Based Compensation to the
Companys audited financial statements for the year ended
December 26, 2010 included in the Companys Annual
Report on
Form 10-K
as filed with the SEC on February 17, 2011. |
|
(3) |
|
Reflects the aggregate fair value of option awards based on the
fair value of the options on October 6, 2010 or the date of
modification, in accordance with FASB ASC Topic 718, excluding
the effects of estimated forfeitures. Assumptions used in the
calculation of this amount are included in the footnote titled |
17
|
|
|
|
|
Stock Based Compensation to the Companys
audited financial statements for the year ended
December 26, 2010 included in the Companys Annual
Report on
Form 10-K
as filed with the SEC on February 17, 2011. |
|
(4) |
|
Personal benefits provided to certain of our named executive
officers, including car allowances and complimentary dining, are
not required to be disclosed in this table because the amount of
such benefits do not exceed the applicable disclosure
thresholds. See Perquisites. |
|
(5) |
|
Mr. Moser retired from the Company effective on
December 26, 2010. |
Grants of
Plan Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
Date
|
|
|
|
|
Estimated Future
|
|
Estimated Future
|
|
Other
|
|
Exercise
|
|
Fair
|
|
|
|
|
Payouts Under
|
|
Payouts Under Equity
|
|
Stock
|
|
or Base
|
|
Value of
|
|
|
|
|
Non-Equity
|
|
Incentive
|
|
Awards:
|
|
Price of
|
|
Stock and
|
|
|
|
|
Incentive Plan Awards(1)
|
|
Plan Awards
|
|
Number of
|
|
Option
|
|
Option
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Shares of
|
|
Awards
|
|
Awards
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
Stock(2)
|
|
($/SH)
|
|
($)
|
|
Saed Mohseni
|
|
|
|
|
|
|
|
|
|
|
160,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/26/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
507,000
|
|
James J. OConnor
|
|
|
|
|
|
|
|
|
|
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/26/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
422,500
|
|
Brian T. OMalley
|
|
|
|
|
|
|
|
|
|
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/26/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
422,500
|
|
Michael L. Moser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald F. Dee
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/26/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000
|
|
|
|
|
|
|
|
152,100
|
|
|
|
|
(1) |
|
Represents the target performance-based bonus of each named
executive office for 2011, as described in Compensation
Discussion and Analysis. |
|
(2) |
|
Restricted shares reported in this column vest 25% per year over
a period of four years of continued employment. |
Outstanding
Equity Awards at December 26, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Plan
|
|
|
Option Awards
|
|
|
|
|
|
Award:
|
|
Award:
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Number
|
|
Number
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
of Unearned
|
|
of Unearned
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Shares,
|
|
Shares,
|
|
|
Number of
|
|
Number of
|
|
Awards:
|
|
|
|
|
|
|
|
Market
|
|
Units
|
|
Units or
|
|
|
Securities
|
|
Securities
|
|
Number
|
|
|
|
|
|
Number of
|
|
Value of
|
|
or Other
|
|
Other
|
|
|
Underlying
|
|
Underlying
|
|
of Securities
|
|
|
|
|
|
Shares or
|
|
Shares
|
|
Rights
|
|
Rights
|
|
|
Unexercised
|
|
Unexercised
|
|
Underlying
|
|
|
|
|
|
Units that
|
|
or Units
|
|
that
|
|
that
|
|
|
Options
|
|
Options
|
|
Unexercised
|
|
Option
|
|
Option
|
|
have not
|
|
that have
|
|
have
|
|
have
|
|
|
(#)(1)
|
|
(#)
|
|
Unearned
|
|
Exercise
|
|
Expiration
|
|
Vested
|
|
not
|
|
not
|
|
not
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Options
|
|
Price(1)
|
|
Date
|
|
(2)
|
|
Vested(3)
|
|
Vested (#)
|
|
Vested ($)
|
|
Saed Mohseni
|
|
|
361,719
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
2/13/17
|
|
|
|
30,000
|
|
|
|
561,300
|
|
|
|
|
|
|
|
|
|
James J. OConnor
|
|
|
72,344
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
2/13/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,307
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
|
|
25,000
|
|
|
|
467,750
|
|
|
|
|
|
|
|
|
|
Brian T. OMalley
|
|
|
90,430
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
6/29/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,307
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
|
|
25,000
|
|
|
|
467,750
|
|
|
|
|
|
|
|
|
|
Michael L. Moser
|
|
|
90,430
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
6/29/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,307
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald F. Dee
|
|
|
90,430
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
6/29/16x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,205
|
|
|
|
|
|
|
|
|
|
|
|
1.45
|
|
|
|
9/9/19
|
|
|
|
9,000
|
|
|
|
168,390
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
As described above in Equity
Compensation, in connection with the Board of
Directors exercise of its discretion under the 2006 Plan,
80.0% of the then-outstanding options under the 2006 Plan became
immediately vested and exercisable upon consummation of the IPO. |
18
|
|
|
(2) |
|
Restricted shares reported in this column vest 25% per year over
a period of four years of continued employment. |
|
(3) |
|
The market value of the restricted shares is based on the
closing sales price of the Companys common shares on the
NASDAQ Global Market as of the last business day of its fiscal
year ended December 26, 2010, which was $18.71 per share. |
Potential
Payments upon Termination or Change in Control
Termination
of Employment
With the exception of Mr. Mohseni and
Mr. OConnor, the Company does not have any agreements
with the named executive officers that would entitle them to
severance payments upon termination of employment.
Mr. Mohsenis employment agreement provides him with
two years of continued base salary following his termination of
employment by the Company without cause or by him for good
reason. For purposes of Mr. Mohsenis employment
agreement, cause generally means
Mr. Mohsenis fraud or dishonesty in connection with
his duties to the Company, his failure to perform the lawful
duties of his position, his conviction of a felony or plea of
guilty or no contest to a charge or commission of a felony, or
his commission of any act or violation of law that could
reasonably be expected to bring the Company into material
disrepute, and good reason generally means the
Companys reduction in Mr. Mohsenis base salary,
the failure of the Company to pay base salary or benefits under
Mr. Mohsenis employment agreement, the Companys
material reduction in Mr. Mohsenis overall benefits
(other than pursuant to a general reduction in benefits for the
Companys workforce) or a requirement that Mr. Mohseni
relocate his principal place of employment more than
50 miles from Columbus, Ohio.
Mr. Mohsenis right to severance is conditioned upon
his refraining from competing with the Company for the two years
following his termination of employment and compliance with
confidentiality and nonsolicitation obligations under his
employment agreement.
Assuming Mr. Mohsenis employment was terminated by
the Company without cause or by Mr. Mohseni for good reason
on December 26, 2010, he would have received a total of
approximately $1.0 million in severance under his
employment agreement.
The Company also entered into an employment agreement with
Mr. OConnor in connection with the consummation of
the IPO, which provides him with two years of continued base
salary following his termination of employment by the Company
without cause or by him with good reason. For purposes of
Mr. OConnors employment agreement,
cause generally means Mr. OConnors
fraud or dishonesty in connection with his duties to the
Company, his failure to perform the lawful duties of his
position, his conviction of a felony or plea of guilty or no
contest to a charge or commission of a felony, or his commission
of any act or violation of law that could reasonably be expected
to bring the Company into material disrepute, and good
reason generally means, without the consent of
Mr. OConnor, a material diminution in
Mr. OConnors base salary, a material diminution
in Mr. OConnors authority, duties, or
responsibilities, a material change in the geographic location
at which Mr. OConnor must perform the services, or
any other action or inaction that constitutes a material breach
by the Company of the employment agreement.
Mr. OConnors right to severance is conditioned
upon his refraining from competing with the Company for the two
years following his termination of employment and compliance
with confidentiality and nonsolicitation obligations under his
employment agreements. Assuming Mr. OConnors
employment was terminated by the Company without cause or by
Mr. OConnor for good reason on December 26,
2010, he would have received a total of approximately
$0.4 million in severance under his employment agreement.
Change
in Control and Certain Corporate Transactions
In the event of a change in control, our Board of Directors may
take any one or more of the following actions with respect to
awards that are outstanding as of such change in control:
|
|
|
|
|
cause all outstanding awards to be fully vested and exercisable
(if applicable);
|
19
|
|
|
|
|
cancel outstanding stock options and stock appreciation rights
in exchange for a cash payment in an amount equal to the excess,
if any, of the fair market value of the common shares underlying
the unexercised portion of such award over the exercise price or
grant price, as the case may be, of such portion, provided that
any stock option or stock appreciation right with an exercise
price or grant price, as the case may be, that equals or exceeds
the fair market value of our common shares will be cancelled
without payment;
|
|
|
|
terminate stock options and stock appreciation rights effective
immediately prior to the change in control after providing
participants with notice of such cancellation and an opportunity
to exercise such awards;
|
|
|
|
require the successor corporation to assume outstanding awards
and/or to
substitute outstanding awards with awards involving the common
stock of such successor corporation; or
|
|
|
|
take such other actions as our Board of Directors deems
appropriate to preserve the rights of participants with respect
to their awards.
|
A change in control is generally defined under the Stock
Incentive Plan as:
|
|
|
|
|
the acquisition of more than 50% of the combined voting power of
our then outstanding voting securities by any individual or
entity (other than acquisitions by us, our subsidiaries, any of
our or our subsidiaries benefit plans, an individual or
entity who, as of the effective date of the Stock Incentive
Plan, owned 15% or more of the voting power or value of any
class of our capital stock (a substantial
shareholder) or an affiliate of a substantial shareholder);
|
|
|
|
a sale or other disposition during any
12-month
period to any person or entity (other than a substantial
shareholder or an affiliate of a substantial shareholder) of 51%
or more of our assets;
|
|
|
|
the consummation of a merger or consolidation involving us if
our shareholders, immediately before such merger or
consolidation, do not own, directly or indirectly, immediately
following such merger or consolidation, at least 50% of the
combined voting power of the outstanding voting securities of
the corporation resulting from such merger or consolidation; or
|
|
|
|
a change in the composition of a majority of the members of our
Board of Directors during any
12-month
period.
|
In the event that the Compensation Committee determines that any
corporate transaction or event (such as a stock dividend,
recapitalization, forward split or reverse split,
reorganization, merger or consolidation) affects our common
shares such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of the Stock
Incentive Plan participants, the Compensation Committee will
proportionately and equitably adjust the number and kind of
shares which may be issued in connection with awards, the number
and kind of shares issuable in respect of outstanding awards,
the aggregate number and kind of shares available under the
Stock Incentive Plan (on an aggregate, individual
and/or
award-specific basis) and the exercise price or grant price
relating to any award or, if deemed appropriate, make provision
for a cash payment with respect to any outstanding award. The
Compensation Committee may also make adjustments in the terms
and conditions of awards in recognition of unusual or
nonrecurring events or in response to changes in applicable
laws, regulations or accounting principles.
Director
Compensation
In August 2010, then-current directors who were not employees of
us, our subsidiaries or our private equity sponsors received an
annual fee of $25,000. Directors do not receive any other fees
for participating in meetings or otherwise providing services as
non-employee directors.
From and after October 26, 2010, the date of the completion
of the IPO, each independent director is paid a base annual
retainer of $20,000. Independent directors also receive an
annual retainer of $5,000 for each committee on which they sit,
and the chair of the Audit Committee receives an additional
annual retainer of $20,000.
20
The Company reimburses directors for their expenses involved in
attending Board of Directors and committee meetings. The Company
provides non-employee directors with complimentary dining
privileges at any of its restaurants. The Company views
complimentary dining privileges as a meaningful benefit to its
non-employee directors as it is important for non-employee
directors to experience its product in order to better perform
their duties for the Company.
Director compensation for the year ended December 26, 2010
for our non-employee directors is set forth in the following
table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
Fees Earned
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
or Paid
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name(1)
|
|
in Cash ($)
|
|
($)
|
|
(#)
|
|
($)
|
|
($)(2)
|
|
($)
|
|
Allen Bernstein(3)
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
Alton F. Doody(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James S. Gulmi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Hislop(3)(5)
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
David B. Pittaway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harold O. Rosser, II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fortunato N. Valenti
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Saed Mohseni, the Companys President and Chief Executive
Officer, is not included in this table, as he was an employee of
the Company and thus received no compensation for his services
as a director. The compensation received by Mr. Mohseni as
an employee of the Company is shown above in the Summary
Compensation Table. |
|
(2) |
|
Certain personal benefits provided to our directors, including
complimentary dining, are not required to be disclosed in this
table because the amount of such benefits does not exceed the
applicable disclosure thresholds. |
|
(3) |
|
At December 26, 2010, each of Messrs. Hislop and
Bernstein held unexercised options to purchase an aggregate of
18,086 common shares. |
|
(4) |
|
Mr. Doody earned $188,461 in salary for his role as an
employee of the Company. Mr. Doody did not receive
additional income for his role as Chairman of the Board of
Directors. |
|
(5) |
|
Mr. Hislop resigned from the Board of Directors effective
on October 21, 2010. |
21
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following is the report of the Audit Committee with
respect to the Companys audited financial statements for
the fiscal year ended December 26, 2010. The following
Report of the Audit Committee shall not be deemed to be
soliciting material nor shall such information be deemed
incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the
Securities Act or under the Exchange Act, except to the extent
that we specifically incorporate this information by reference.
The following report shall not otherwise be deemed filed under
the Securities Act or the Exchange Act.
The purpose of the Audit Committee is to assist the Board of
Directors in its general oversight of the Companys
financial reporting, internal controls and audit functions. The
Audit Committee operates pursuant to a charter. The Audit
Committees charter describes in greater detail the full
responsibilities of the Audit Committee and is available on the
Companys website at www.bbrg.com. Each of the
members of the Audit Committee is independent for purposes of
NASDAQ Global Market and SEC rules as they apply to audit
committee members. In addition, the Board of Directors has
determined that James S. Gulmi qualifies as an audit committee
financial expert, as defined by the rules and regulations of the
SEC, and has financial sophistication in accordance with NASDAQ
Global Market rules.
The Audit Committee has reviewed and discussed the consolidated
financial statements with management and Deloitte &
Touche LLP, the Companys independent registered public
accounting firm. Management is responsible for the preparation,
presentation and integrity of the Companys financial
statements; accounting and financial reporting principles;
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act
Rule 13a-15(e));
establishing and maintaining internal control over financial
reporting (as defined in Exchange Act
Rule 13a-15(f));
evaluating the effectiveness of disclosure controls and
procedures; evaluating the effectiveness of internal control
over financial reporting; and evaluating any change in internal
control over financial reporting that has materially affected,
or is reasonably likely to materially affect, internal control
over financial reporting. Deloitte & Touche LLP is
responsible for performing an independent audit of the
consolidated financial statements and expressing an opinion on
the conformity of those financial statements with accounting
principles generally accepted in the United States of America.
The Audit Committee has discussed with Deloitte &
Touche LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, as amended, Communication
with Audit Committees, as adopted by the PCAOB in
Rule 3200T, and PCAOB Auditing Standard No. 5,
An Audit of Internal Control Over Financial Reporting That
is Integrated with an Audit of Financial Statements. In
addition, Deloitte & Touche LLP has provided the Audit
Committee with the written disclosures and the letter required
by the Independence Standards Board Standard No. 1, as
amended, Independence Discussions with Audit
Committees, and the Audit Committee has discussed with
Deloitte & Touche LLP the firms independence.
Based on its review of the consolidated financial statements and
discussions with and representations from management and
Deloitte & Touche LLP referred to above, the Audit
Committee recommended to the Board of Directors that the audited
financial statements be included in the Companys Annual
Report on
Form 10-K
for fiscal 2010, for filing with the SEC.
The Audit Committee has selected the firm of
Deloitte & Touche LLP as the independent registered
public accounting firm to audit and report upon the
Companys financial statements for fiscal year 2011. In
making this selection, the Audit Committee has considered
whether Deloitte & Touche LLPs provision of
services other than audit services is compatible with
maintaining independence.
In accordance with Audit Committee policy and the requirements
of applicable law, the Audit Committee pre-approves all services
to be provided by the Companys independent registered
public accounting firm. Pre-approval is required for audit
services and audit-related services. In some cases, the full
Audit Committee provides pre-approval for up to a year, related
to a particular defined task or scope of work and subject to a
specific budget. In other cases, a designated member of the
Audit Committee may have delegated authority from the Audit
Committee to pre-approve additional services, and such
pre-approval is later reported to the full Audit Committee.
Notwithstanding the foregoing, pre-approval by the Audit
Committee is not required for any non-audit service provided by
Deloitte & Touche LLP with a quoted fee of less than
$15,000. See Fees
22
for Professional Services for more information regarding
fees paid to Deloitte & Touche LLP for services
related to fiscal 2010 and fiscal 2009.
AUDIT COMMITTEE
James S. Gulmi
Allen Bernstein
Fortunato N. Valenti
STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of
February 14, 2011, with respect to the beneficial ownership
of the Companys common shares by:
|
|
|
|
|
all persons known to be the beneficial owners of more than 5% of
the Companys outstanding shares;
|
|
|
|
each of the Companys directors and director nominees;
|
|
|
|
each of the executive officers named in the Summary Compensation
Table set forth above; and
|
|
|
|
all of the Company executive officers, directors and director
nominees as a group.
|
In computing the number of common shares beneficially owned by a
named person or group and the percentage ownership of that
person or group, we deemed to be outstanding the number of
common shares, if any, as to which the named person or group has
the right to acquire beneficial ownership within 60 days of
February 14, 2011. Shares that a person has the right to
acquire are deemed to be outstanding for the purpose of
computing the percentage ownership of that person, but are not
deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
|
|
|
|
|
|
|
|
|
|
|
Shares Owned(1)
|
|
|
|
Shares of Common
|
|
|
Percentage of
|
|
|
|
Stock Beneficially
|
|
|
Common Stock
|
|
Name and Address of Beneficial Owner(2)
|
|
Owned
|
|
|
Outstanding
|
|
|
FMR LLC.(3)
|
|
|
2,590,376
|
|
|
|
13.5
|
%
|
CHBravo Holding I LLC(4)
|
|
|
2,281,061
|
|
|
|
11.8
|
%
|
Bruckmann, Rosser, Sherrill & Co. II, L.P.(5)
|
|
|
2,281,061
|
|
|
|
11.8
|
%
|
Baron Capital Group, Inc.(6)
|
|
|
1,250,000
|
|
|
|
6.5
|
%
|
Lord, Abbett & Co. LLC(7)
|
|
|
1,057,723
|
|
|
|
5.5
|
%
|
Executive Officers and Directors:
|
|
|
|
|
|
|
|
|
Alton F. Doody III(8)
|
|
|
1,408,555
|
|
|
|
7.3
|
%
|
Saed Mohseni(9)
|
|
|
444,957
|
|
|
|
2.3
|
%
|
Brian T. OMalley(10)
|
|
|
180,021
|
|
|
|
|
*
|
Michael L. Moser(11)
|
|
|
165,304
|
|
|
|
|
*
|
Ronald F. Dee(12)
|
|
|
137,421
|
|
|
|
|
*
|
James J. OConnor(13)
|
|
|
102,568
|
|
|
|
|
*
|
Allen J. Bernstein(14)
|
|
|
18,086
|
|
|
|
|
*
|
James S. Gulmi(15)
|
|
|
|
|
|
|
|
*
|
David B. Pittaway(16)
|
|
|
|
|
|
|
|
*
|
Harold O. Rosser, II(17)
|
|
|
|
|
|
|
|
*
|
Fortunato N. Valenti(18)
|
|
|
|
|
|
|
|
*
|
Executive Officers and Directors as a group (11 persons)(19)
|
|
|
2,456,912
|
|
|
|
12.2
|
%
|
23
|
|
|
(1) |
|
Under SEC rules, a person is deemed to be the beneficial owner
of shares that can be acquired by such person within
60 days upon the exercise of options. Options granted under
the 2006 Plan are immediately exercisable. |
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Except as otherwise indicated, the persons named in this table
have sole voting and investment power with respect to all common
shares shown as beneficially owned by them, subject to community
property laws where applicable and to the information contained
in the footnotes to this table. Unless otherwise indicated, the
address for each person or entity named above is
c/o Bravo
Brio Restaurant Group, Inc. 777 Goodale Boulevard,
Suite 100, Columbus, Ohio 43212. |
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FMR LLC has sole power to vote or direct the vote of
142,629 shares and sole power to dispose of or direct the
disposition of all 2,590,376 shares. The foregoing
information is based solely on a Schedule 13G/A filed by
FMR LLC with the SEC on February 14, 2011. The address for
FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109. |
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CHBravo Holding I LLC has shared power to vote or direct the
vote of all 2,281,061 shares and shared power to dispose of
or direct the disposition of all 2,281,061 shares. The
foregoing information is based solely on a Schedule 13D filed by
CHBravo Holding I LLC with the SEC on November 5, 2010. The
address for CHBravo Holding I LLC is 150 East 58th Street, New
York, New York 10155. |
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Bruckmann, Rosser, Sherrill & Co. II, L.P. (BRS
II) has shared power to vote or direct the vote of all
2,281,061 shares and shared power to dispose of or direct
the disposition of all 2,281,061 shares. The foregoing
information is based solely on a Schedule 13D filed by BRS
II with the SEC on November 5, 2010. The address for BRS II
is 126 East 56th Street, 29th Floor, New York, New York 10022. |
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BAMCO, Inc. is a subsidiary of Baron Capital Group, Inc.
(BCG) and Ronald Baron owns a controlling interest
in BCG. BCG, BAMCO, Inc., Baron Small Cap Fund and Ronald Baron
have shared power to vote or direct the vote and shared power to
dispose of or direct the disposition of all
1,250,000 shares. The foregoing information is based solely
on a Schedule 13G filed by BCG with the SEC on
February 14, 2011. The primary address for BCG is
767 Fifth Avenue, 49th Floor, New York, New York 10153. |
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Lord, Abbett & Co. LLC has sole power to vote or
direct the vote of 971,923 shares and sole power to dispose
of or direct the disposition of all 1,057,723 shares. The
foregoing information is based solely on a Schedule 13G
filed by Lord, Abbett & Co. LLC with the SEC on
February 14, 2011. The address for Lord, Abbett &
Co. LLC is 90 Hudson Street, Jersey City, New Jersey 07302. |
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Mr. Doody is a director of the Company. Includes 90,430
common shares that Mr. Doody has the right to acquire
within 60 days of February 14, 2011. |
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Mr. Mohseni is a director and named executive officer.
Includes 361,719 common shares that Mr. Mohseni has the
right to acquire within 60 days of February 14, 2011.
Does not include 30,000 shares of unvested restricted stock
granted to Mr. Mohseni in 2010. |
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Mr. OMalley is a named executive officer. Includes
93,737 common shares that Mr. OMalley has the right
to acquire within 60 days of February 14, 2011. Does
not include 25,000 shares of unvested restricted stock
granted to Mr. OMalley in 2010. |
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Includes 93,737 common shares that Mr. Moser has the right
to acquire within 60 days of February 14, 2011.
Mr. Moser retired from the Company effective
December 26, 2010. |
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Mr. Dee is a named executive officer. Includes 92,635
common shares that Mr. Dee has the right to acquire within
60 days of February 14, 2011. Does not include
9,000 shares of unvested restricted stock granted to
Mr. Dee in 2010. |
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Mr. OConnor is a named executive officer. Includes
75,651 common shares that Mr. OConnor has the right
to acquire within 60 days of February 14, 2011. Does
not include 25,000 shares of unvested restricted stock
granted to Mr. OConnor in 2010. |
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Mr. Bernstein is a director of the Company. Includes 18,086
common shares that Mr. Bernstein has the right to acquire
within 60 days of February 14, 2011. |
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Mr. Gulmi is a director of the Company. |
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Mr. Pittaway is a director of the Company. |
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Mr. Rosser is a director of the Company. |
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Mr. Valenti is a director of the Company. |
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See
notes 8-18.
Includes 825,995 common shares that can be acquired within
60 days of February 14, 2011. |
RELATED
PERSON TRANSACTIONS
Procedures
for Approval of Related Person Transactions
We do not have a formal written policy for review and approval
of transactions required to be disclosed pursuant to
Item 404(a) of
Regulation S-K.
The Audit Committee of our Board of Directors is responsible for
review, approval and ratification of related person
transactions between us and any related person. Under SEC
rules, a related person is an officer, director, nominee for
director or beneficial holder of more than 5.0% of any class of
our voting securities since the beginning of the last fiscal
year or an immediate family member of any of the foregoing. Any
member of the Audit Committee who is a related person with
respect to a transaction under review will not be able to
participate in the deliberations or vote on the approval or
ratification of the transaction. However, such a director may be
counted in determining the presence of a quorum at a meeting of
the committee that considers the transaction.
Other than the arrangements described below and under
Compensation Discussion and Analysis, since
December 27, 2009, there has not been, and there is not
currently proposed, any transaction or series of similar
transactions to which we were or will be a party in which the
amount involved exceeded or will exceed $120,000 and in which
any related person had or will have a direct or indirect
material interest.
Reorganization
Transactions
Immediately prior to the consummation of the Companys IPO
in October 2010, pursuant to an exchange agreement dated as of
October 18, 2010 among the Company, Bravo Development
Holdings LLC (Holdings), our majority shareholder at
that time, and each of our then existing shareholders, the
Company completed an exchange of each share of the
Companys then outstanding common stock and Series A
preferred stock for our new common shares. An aggregate of
14,250,000 new common shares were issued by us in exchange for
all shares of our outstanding Series A preferred stock and
our outstanding common stock. Under the terms of the exchange
agreement, each outstanding share of Series A preferred
stock together with all accrued and undeclared dividends thereon
was exchanged for approximately 117.9 new common shares and each
outstanding share of common stock was exchanged for
approximately 6.9 new common shares. After completion of the
exchange, the Company had 7,234,370 and 7,015,630 common shares,
no par value per share, outstanding as a result of the exchange
of the Companys outstanding common stock and Series A
preferred stock, respectively. Following the exchange
transactions and immediately prior to the consummation of our
IPO, Holdings distributed the new common shares it received as
part of the exchanges detailed above to its members on a pro
rata basis in accordance with such members ownership
interest in the units of Holdings. Following this distribution,
Holdings was dissolved.
BRS
Management Agreement
On the June 29, 2006, or the Effective Date, we entered
into a management agreement with Bruckmann, Rosser,
Sherrill & Co., Inc., or BRS Inc., pursuant to which
BRS Inc. agreed to provide us certain advisory and consulting
services relating to business and organizational strategy,
financial and investment management and merchant and investment
banking. This agreement was mutually terminated by the parties
effective upon the consummation of our IPO in October 2010 and
the payment by us of a $0.4 million termination payment.
Under the terms of the management agreement, we agreed to pay
BRS Inc. (i) in each of 2007 and 2008, an annual fee equal
to the greater of $0.2 million and 0.75% of EBITDA, as
defined in the management agreement, (ii) in 2009 and each
following year, an annual fee equal to $0.8 million and
(iii) a transaction fee in connection with each
acquisition, divesture and public offering of equity securities
in which we engaged (including our IPO), the amount of which
varied depending on the size and type of transaction, plus, in
each
25
case, reimbursement for all reasonable
out-of-pocket
expenses incurred by BRS Inc. We also agreed to indemnify BRS
Inc. for any losses and liabilities arising out of its provision
of services to us or otherwise related to its performance under
the management agreement. For our fiscal years ended
December 26, 2010, December 27, 2009 and
December 28, 2008, we paid BRS Inc. or otherwise accrued
$1.2 million, $0.8 million and $0.3 million,
respectively, in management fees and expenses.
Castle
Harlan Management Agreement
On the Effective Date, we also entered into a management
agreement with Castle Harlan, Inc., or Castle Harlan, pursuant
to which Castle Harlan agreed to provide us certain advisory and
consulting services relating to business and organizational
strategy, financial and investment management and merchant and
investment banking. This agreement was also mutually terminated
by the parties effective upon the consummation of our IPO in
October 2010 and the payment by us of a $0.4 million
termination payment. Under the terms of the management
agreement, we agreed to pay Castle Harlan (i) in each of
2007 and 2008, an annual fee equal to the greater of
$0.2 million and 0.75% of EBITDA, as defined in the
management agreement, (ii) in 2009 and each following year,
an annual fee equal to $0.8 million and (iii) a
transaction fee in connection with each acquisition, divesture
and public offering of equity securities in which we engaged
(including our IPO), the amount of which varied depending on the
size and type of transaction, plus in each case reimbursement
for all reasonable
out-of-pocket
expenses incurred by Castle Harlan. We also agreed to indemnify
Castle Harlan for any losses and liabilities arising out of its
provision of services to us or otherwise related to its
performance under the management agreement. For our fiscal years
ended December 26, 2010, December 27, 2009 and
December 28, 2008, we paid Castle Harlan or otherwise
accrued $1.2 million, $0.8 million and
$0.3 million, respectively, in management fees and expenses.
Securities
Holders Agreement
On the Effective Date, we entered into a securities holders
agreement among us, Holdings, Alton Doody and certain of our
other shareholders. The securities holders agreement, among
other things: (i) restricted the transfer of our equity
securities and (ii) granted preemptive rights on issuances
of our equity securities, subject to certain exceptions,
including issuances pursuant to certain public equity offerings.
The securities holders agreement was terminated upon the
consummation of our IPO pursuant to the terms of the exchange
agreement described above under Reorganization
Transactions.
New
Investors Securities Holders Agreement
On the Effective Date, we entered into a new investors
securities holders agreement among us, Holdings, certain of our
named executive officers and certain of our other shareholders.
The new investors securities holders agreement, among other
things: (i) restricted the transfer of our equity
securities, (ii) granted us a purchase option on our equity
securities held by employee shareholders upon certain
termination events, (iii) required each shareholder who was
a party to the agreement to consent to a sale of our company if
such sale is approved by Holdings, (iv) granted tag-along
rights on certain transfers of our equity securities by any
shareholder who was a party to the agreement and
(v) granted preemptive rights on issuances of our equity
securities, subject to certain exceptions, including issuances
pursuant to certain public equity offerings. The new investors
securities holders agreement was terminated upon the
consummation of our IPO pursuant to the terms of the exchange
agreement described above under Reorganization
Transactions.
Registration
Rights Agreement
On the Effective Date, we entered into a registration rights
agreement with substantially all of our then existing
shareholders entitling them to certain rights with respect to
the registration of their shares of common stock under the
Securities Act. Shareholders who purchased shares in our IPO are
not parties to the registration rights agreement. Under the
registration rights agreement, certain holders of our common
shares may demand that we file a registration statement under
the Securities Act covering some or all of such holders
shares. The registration rights agreement limits the number of
demand registration requests the holders may require us to file
to six; however, holders of at least a majority of our common
shares issued to Bravo Development
26
Holdings LLC may require us to file an unlimited number of
registration statements on
Form S-3.
In addition, certain holders of our common shares have certain
piggyback registration rights. If we propose to
register any of our equity securities under the Securities Act
other than pursuant to a demand registration or specified
excluded registrations, such holders may require us to include
all or a portion of their common shares in the registration.
Each shareholder party to the registration rights agreement has
agreed not to effect any public sale or distribution of our
securities for its own account during the ten day period prior
to and during the 90 day period beginning on the effective
date of a registration statement filed with the SEC. We have
agreed not to effect any public sale or distribution of our
securities (subject to certain exceptions) during the ten day
period prior to and during the 90 day period beginning on
the effective date of a registration statement filed with the
SEC. All fees, costs and expenses of any registration effected
pursuant to the registration rights agreement including all
registration and filing fees, printing expenses, legal expenses
will be paid by us.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the
Companys executive officers, directors and persons who
beneficially own more than 10% of the Companys common
shares to file initial reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by
SEC regulations to furnish the Company with copies of all
Section 16(a) forms filed by such persons.
Based solely on the Companys review of such forms
furnished to the Company and written representations from
certain reporting persons, the Company believes that all filing
requirements applicable to the Companys executive officers
and directors were complied with and filed in a timely manner.
Bravo Development Holdings LLC, a more than 10% shareholder of
the Company during fiscal 2010, filed one late Form 3 with
respect to the registration of our common shares in connection
with our IPO.
SHAREHOLDER
PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Shareholder proposals may be included in the Companys
proxy materials for an annual meeting so long as they are
provided to us on a timely basis and satisfy certain other
conditions established by the SEC, including specifically under
Rule 14a-8
of the Exchange Act. To be timely, a proposal to be included in
the Companys Proxy Statement must be received at the
Companys principal executive offices, addressed to the
Companys Secretary, not less than 120 calendar days before
the date of the Companys Proxy Statement released to
shareholders in connection with the previous years annual
meeting. Accordingly, for a shareholder proposal to be included
in the Companys proxy materials for the Companys
2012 Annual Meeting of Shareholders, the proposal must be
received at the Companys principal executive offices,
addressed to the Companys Secretary, not later than the
close of business on October 26, 2011.
In addition, the Companys Second Amended and Restated
Regulations require that the Company be given advanced notice of
shareholder proposals containing nominations for election to the
Board of Directors or other matters which shareholders wish to
present for action at an annual meeting. These requirements are
separate from, and in addition to, the requirements discussed
above to have the shareholder proposal included in the Proxy
Statement and form of proxy/voting instruction card pursuant to
the SECs rules. The Companys Second Amended and
Restated Regulations separately require that any shareholder
proposal intended to be brought before the annual meeting of
shareholders, including a proposal nominating one or more
persons for election as directors, be received in writing by the
Companys Secretary at the address listed below not less
than 90 days nor more than 120 days prior to the first
anniversary of the preceding years annual meeting, this
year being April 14, 2012; provided, however, that in the
event that the date of the 2012 Annual Meeting is advanced by
more than 20 days, or delayed by more than 70 days,
from the first anniversary of the 2011 Annual Meeting, the
notice must be received not earlier than 120 days prior to
such meeting and not later than the close of business on the
later of the 90th day prior to such meeting or the tenth
day following the day on which public announcement of the date
of such meeting is first made. The Companys Second Amended
and Restated Regulations set forth certain informational
requirements for shareholders nominations of directors and
other proposals.
27
Shareholders must send such proposals to: James J.
OConnor, Chief Financial Officer, Treasurer and Secretary,
Bravo Brio Restaurant Group, Inc., 777 Goodale Boulevard,
Suite 100, Columbus, Ohio 43212.
TRANSACTION
OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the
Board of Directors intends to present or knows that others will
present at the meeting is as set forth above. If any other
matter or matters are properly brought before the meeting, or
any adjournment thereof, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy on
such matters in accordance with their best judgment.
AVAILABILITY
OF ANNUAL REPORT AND
FORM 10-K
Accompanying this Proxy Statement is our Annual Report to
Shareholders for the fiscal year ended December 26, 2010,
which includes our Annual Report on
Form 10-K
filed with the SEC. The Annual Report is not incorporated into
this Proxy Statement and is not proxy soliciting material.
We make available on our website, www.bbrg.com, our
Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, as soon as
reasonably practicable after such documents are electronically
filed with or furnished to the SEC. We will provide to any
shareholder without charge, upon the written request of that
shareholder, a copy of our Annual Report on
Form 10-K
(without exhibits), including financial statements, for the
fiscal year ended December 26, 2010. Such requests should
be addressed to: Bravo Brio Restaurant Group, Inc., 777 Goodale
Boulevard, Suite 100, Columbus, Ohio 43212,
(614) 326-7944
Attention: Investor Relations.
ADJOURNMENT
OF THE 2011 ANNUAL MEETING OF SHAREHOLDERS
In the event there are not sufficient votes to approve any
proposal incorporated in this Proxy Statement at the time of the
Annual Meeting, the Annual Meeting may be adjourned in order to
permit further solicitation of proxies from holders of our
common shares. Proxies that are being solicited by our Board of
Directors grant discretionary authority to vote for any
adjournment, if necessary. If it is necessary to adjourn the
Annual Meeting, and the adjournment is for a period of less than
30 days, no notice of the time and place of the adjourned
meeting is required to be given to the shareholders other than
an announcement of the time and place at the Annual Meeting. A
majority of the shares represented and voting at the Annual
Meeting is required to approve the adjournment, regardless of
whether there is a quorum present at that meeting.
SHAREHOLDERS
SHARING THE SAME LAST NAME AND ADDRESS
To reduce the expense of delivering duplicate proxy materials to
shareholders who may have more than one account holding Company
common shares, but sharing the same address, we have adopted a
procedure approved by the SEC called householding.
Under this procedure, certain shareholders of record who have
the same address and last name will receive only one copy of
this Proxy Statement and related materials and, as applicable,
any additional proxy materials that are delivered pursuant to a
request by such shareholders until such time as one or more of
these shareholders notifies us that they want to receive
separate copies. This procedure reduces duplicate mailings and
saves printing costs and postage fees, as well as natural
resources. Shareholders who participate in householding will
continue to have access to and utilize separate proxy voting
instructions.
If you received a householded mailing this year and you would
like to have additional copies of the Companys annual
report
and/or Proxy
Statement if you requested such materials, mailed to you, or you
would like to opt out of this practice for future mailings,
please submit your request to Investor Relations via
e-mail at
investorrelations@bbrg.com, by mail to Investor
Relations, Bravo Brio Restaurant Group, Inc., 777 Goodale
Boulevard, Suite 100, Columbus, Ohio 43212 or call at
(614) 326-9477.
The Company will promptly send additional copies of the annual
report
and/or Proxy
Statement and related materials, as applicable, upon
28
receipt of such request. You may also contact the Company if you
received multiple copies of the annual report
and/or the
Proxy Statement and related materials and would prefer to
receive a single copy in the future.
By Order of the Board of Directors,
Saed Mohseni
President and Chief Executive Officer
James J. OConnor
Chief Financial Officer. Treasurer and Secretary
February 23,
2011
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Shareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945 |
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE AND RETURN THIS PROXY CARD.
The Board of Directors Recommends a Vote FOR All Nominees and FOR Items 2 and 4, and 3 years for Item 3.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. |
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Address Change? Mark box, sign, and
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Please sign exactly as your name(s) appears on Proxy. If held
in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations
should provide full name of corporation and title of authorized
officer signing the Proxy. |
BRAVO BRIO RESTAURANT GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, April 14, 2011
3:00 p.m. Eastern Standard Time
Brio Polaris
1500 Polaris Parkway
Columbus, OH 43240
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Bravo Brio Restaurant Group, Inc. 777 Goodale Boulevard, Suite 100 Columbus, OH 43212
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proxy |
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This proxy is solicited by the Board of Directors for use at the Annual Meeting on April 14, 2011.
The shares of stock you hold in your account or in a dividend reinvestment account will be voted as
you specify on the reverse side.
If no choice is specified, the proxy will be voted FOR All Nominees and FOR Items 2 and 4, and 3 years for Item 3.
By signing the proxy, you revoke all prior proxies and appoint Saed Mohseni and James J. OConnor,
and each of them with full power of substitution, to vote your shares on the matters shown on the
reverse side and any other matters which may come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
110373