Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2009, the Board of Directors of CKE Restaurants, Inc. ("Company") approved, subject to obtaining stockholder approval, an amendment to the Company's 2005 Omnibus Incentive Compensation Plan ("2005 Plan") to:

• increase the total number of shares reserved for issuance by 675,000 shares from 5,500,000 shares to 6,175,000 shares;

• increase the maximum number of shares which may be issued as incentive stock options by 675,000 shares from 5,500,000 shares to 6,175,000 shares; and

• increase the maximum number of shares which may be issued as awards of restricted stock, stock units and stock awards, in the aggregate, by 900,000 shares from 2,550,000 shares to 3,450,000 shares.

On June 25, 2009, at the Company's 2009 Annual Meeting of Stockholders, the Company's stockholders approved each of the amendments to the 2005 Plan.

The foregoing description of the amendments to the 2005 Plan does not purport to be complete and is qualified in its entirety by reference to the as amended version of the 2005 Plan, which is attached as Appendix A to the Company's proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 14, 2009, and is incorporated herein by reference.

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