Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the 2009 Annual Meeting of Shareholders of O'Charley's Inc. (the "Company") held on May 13, 2009, the shareholders of the Company approved the Company's proposal to amend Article VII of the Restated Charter to provide for majority voting for the election of directors in uncontested elections (the "Charter Amendment"). Previously, the Company's directors have been elected by a plurality of the votes cast in the election of directors. In the future, directors will be elected by a majority of votes cast, other than in contested elections in which directors will be elected by a plurality of the votes cast. An election will be deemed "contested" if (i) the number of director nominees exceeds the number of directors to be elected or (ii) a shareholder of the Company has provided notice of a nominee for director in accordance with the Company's Amended and Restated Bylaws, which has not been withdrawn as of the mailing of the Company's proxy statement relating to such election. The Charter Amendment also provides that any director of the Company who tenders his or her resignation will not participate in deliberations of the Board of Directors of the Company (the "Board") with respect to such resignation. The description of the Charter Amendment set forth herein is qualified in its entirety by reference to the full text of the Restated Charter, as amended and restated electronically for SEC filing purposes only, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In connection with the Charter Amendment, effective as of May 13, 2009, the Board amended the Company's Amended and Restated Bylaws (the "Bylaws") to conform the Bylaws to the Charter Amendment and to amend Article III,
Section 3.8 of the Bylaws to require that an incumbent director who is nominated but not re-elected tender his or her resignation to the Board (the "Bylaws Amendment"). The Bylaws Amendment also requires that the Board consider the tendered resignation and the recommendation of the Nominating and Corporate Governance Committee of the Board with respect thereto and decide whether to accept or reject the tendered resignation within 90 days following the date of the shareholders' meeting at which the election occurred. The description of the Bylaws Amendment set forth herein is qualified in its entirety by reference to the full text of the Company's Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

3.1 Restated Charter of O'Charley's Inc. (restated electronically for SEC filing purposes only)

3.2 Amended and Restated Bylaws of O'Charley's Inc.

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