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CAKE > SEC Filings for CAKE > Form 8-K on 28-Feb-2013All Recent SEC Filings

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Form 8-K for CHEESECAKE FACTORY INC


28-Feb-2013

Change in Directors or Principal Officers, Other Events, Financial Stateme


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Performance Incentive Plan Payments for Fiscal 2012. On February 26, 2013, the Compensation Committee approved the payment of the following performance achievement awards ("Awards") for fiscal 2012 to certain executive officers of the Company under the Company's Amended and Restated Annual Performance Incentive Plan approved by the Company's stockholders on June 2, 2010 (the "Performance Incentive Plan"), a summary of the material terms of which was disclosed by the Company on a Current Report on Form 8-K previously filed with the SEC:

                                                                            Award as a
                                                                            Percentage
Name                                                  Amount of Award     of 2012 Salary
David Overton                                        $       1,056,000               110 %
Chairman and Chief Executive Officer

David M. Gordon(1)                                   $         303,875              71.5 %
President

W. Douglas Benn                                      $         320,320              71.5 %
Executive Vice President and Chief Financial
Officer

Debby R. Zurzolo                                     $         298,870              71.5 %
Executive Vice President, General Counsel and
Secretary

Max S. Byfuglin                                      $         254,573             68.25 %
President, The Cheesecake Factory Bakery
Incorporated



(1) Mr. Gordon was appointed President of the Company effective February 18, 2013.

Performance Incentive Plan for Fiscal 2013. On February 26, 2013, the Compensation Committee approved performance incentive targets for fiscal 2013 under the Company's Performance Incentive Plan. For executive officers other than Mr. Byfuglin, 75% of Awards will be based upon achievement of a Company consolidated operating income objective and 25% of Awards will be based on achievement of a Company threshold consolidated operating income objective and additional strategic objectives. For Mr. Byfuglin, 50% of his Award will be based on achievement of a bakery division financial objective, 25% of his Award will be based on achievement of a Company consolidated operating income objective, and 25% of his Award will be based on achievement of a Company threshold consolidated operating income objective and additional strategic objectives related to the bakery operations. Each of the performance incentive targets was selected from a stockholder-approved list of performance incentive targets under the Company's Performance Incentive Plan approved by its stockholders at the 2010 annual meeting of stockholders.


Executives participating in the Performance Incentive Plan for fiscal 2013 will have an opportunity to earn an Award ranging from 0% to 175% of their performance incentive target. Payment of Awards is subject to the Company's ability to accrue for such Awards and to the Compensation Committee's determination that the specified strategic and operational objectives were satisfied. The Performance Incentive Target as a percentage of base salary payable to each executive officer and the maximum Award as a percentage of base salary payable to each executive officer under the Performance Incentive Plan for fiscal 2013, are as follows:

                     Performance
                   Incentive Target
                         as a
                    Percentage of     Maximum Potential Award as
Name                    Salary          a Percentage of Salary
David M. Overton                100 %                        175 %

David M. Gordon                  75 %                      131.3 %

W. Douglas Benn                  65 %                      113.8 %

Debby R. Zurzolo                 65 %                      113.8 %

Max S. Byfuglin                  65 %                      113.8 %

The maximum Award payable in any fiscal year to an executive officer under the Performance Incentive Plan is $2.5 million. There is no assurance that the Company will achieve the performance incentive targets established by the Compensation Committee in any fiscal year.



ITEM 8.01 OTHER EVENTS

In a press release dated February 26, 2013, The Cheesecake Factory Incorporated (the "Company") announced that the Company will present at the Bank of America Merrill Lynch 2013 Consumer & Retail Conference in New York City on March 12, 2013 at 10:10 a.m. Eastern Time. Doug Benn, Executive Vice President and Chief Financial Officer, and Jill Peters, Vice President of Investor Relations, will present on behalf of the Company. The presentation will be webcast on the Company's website at www.thecheesecakefactory.com and can be accessed by clicking on the "Investors" link from the home page and the conference webcast link at the top of the page. An archive of the webcast will be available following the live presentation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press release dated February 26, 2013 entitled "The Cheesecake Factory to Present at the Bank of America Merrill Lynch 2013 Consumer & Retail Conference"


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