CHEESECAKE FACTORY INC (Form: 8-K, Received: 04/02/2015 16:17:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 1, 2015

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-20574		51-0340466
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(818) 871-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Third Amendment to Employment Agreement with David Overton .

On April 2, 2015, The Cheesecake Factory Incorporated (the “Company”) and David Overton (“Employee”), the Company’s Chairman of the Board and Chief Executive Officer, entered into a Third Amendment to Employment Agreement (the “Third Amendment”), which amendment extends the term of the Employment Agreement, dated June 30, 2009 as amended on February 29, 2012 and November 11, 2013, between the Company and Employee (“Employment Agreement”) to April 1, 2016. Any further extension of the term of the Employment Agreement shall be by the mutual agreement of the Company and the Employee.

Except as modified by the Third Amendment, all other terms and conditions of the Employment Agreement remain unmodified and in full force and effect. The full text of the Third Amendment is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

ITEM 8.01 OTHER EVENTS

In a press release dated April 1, 2015, the Company announced that it will release first quarter fiscal 2015 financial results after market close on Wednesday, April 22, 2015. The Company will hold a conference call to discuss its results on the same day beginning at 2:00 p.m. Pacific Time. The conference call will be webcast and can be accessed on the Company’s website, investors.thecheesecakefactory.com . A replay of the webcast will be available on the Company’s website through May 22, 2015.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1*	Third Amendment to Employment Agreement dated April 2, 2015


99.2	Press release dated April 1, 2015, entitled “The Cheesecake Factory to Webcast First Quarter Fiscal 2015 Earnings Conference Call on April 22, 2015.”

* Management contract or compensatory plan or arrangement required to be filed as an exhibit

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2015	THE CHEESECAKE FACTORY INCORPORATED


	By:	/s/ W. Douglas Benn
		W. Douglas Benn
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description
99.1*		Third Amendment to Employment Agreement dated April 2, 2015

99.2		Press release dated April 1, 2015, entitled “The Cheesecake Factory to Webcast First Quarter Fiscal 2015 Earnings Conference Call on April 22, 2015.”

* Management contract or compensatory plan or arrangement required to be filed as an exhibit

EXHIBIT 99.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “ Amendment ”) is entered into as of April 2, 2015, between THE CHEESECAKE FACTORY INCORPORATED (the “ Company ”) and DAVID M. OVERTON (“ Employee ”).

WHEREAS, the Company and Employee previously entered into an Employment Agreement dated June 30, 2009, as amended February 29, 2012 and November 11, 2013 (collectively, the “ Employment Agreement ”); and

WHEREAS, the Compensation Committee of the Board of Directors of the Company has recommended to the Board of Directors of the Company (“Board”) that the Company enter into this Amendment with Employee; and

WHEREAS, the Board, after review, has determined that it is in the best interests of the Company and its shareholders to enter into this Amendment;

WHEREAS, the parties now desire to enter into this Amendment to extend the term of the Employment Agreement until April 1, 2016; and

WHEREAS, except as set forth herein, all of the terms and conditions for the employment relationship of the Employee with the Company shall remain as set forth in the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Company and the Employee hereby agree as follows:

1. Section 2 is hereby amended to read as follows:

2. “Term . The “ Term of this Agreement ” or “ Term ” shall continue until April 1, 2016. Any further extension of the Term of this Agreement or Term shall be by the mutual agreement of the Company and the Employee.”

2. The Employment Agreement except as herein amended, shall otherwise remain in full force and effect.

[Remaining page intentionally left blank – signatures follow]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment on the date indicated next to their signatures below.

	COMPANY:

	THE CHEESECAKE FACTORY INCORPORATED,
	a Delaware corporation





April 2, 2015	By:	/s/ DEBBY ZURZOLO
Dated		DEBBY ZURZOLO,
		Executive Vice President, Secretary and
		General Counsel



	EMPLOYEE:




April 2, 2015	/s/ DAVID OVERTON
Dated	DAVID OVERTON

EXHIBIT 99.2

PRESS RELEASE

FOR IMMEDIATE RELEASE	Contact: Jill Peters
	(818) 871-3000
	investorrelations@thecheesecakefactory.com

THE CHEESECAKE FACTORY TO WEBCAST

FIRST QUARTER FISCAL 2015 EARNINGS CONFERENCE CALL

ON APRIL 22, 2015

Calabasas Hills, CA – April 1, 2015 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced it will release first quarter fiscal 2015 financial results after market close on Wednesday, April 22, 2015. The Company will hold a conference call to discuss its results on the same day beginning at 2:00 p.m. Pacific Time. The conference call will be webcast and can be accessed on the Company’s website, investors.thecheesecakefactory.com . A replay of the webcast will be available on the Company’s website through May 22, 2015.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept. The Company operates 189 full-service, casual dining restaurants throughout the U.S. and Puerto Rico, including 177 restaurants under The Cheesecake Factory® mark; 11 restaurants under the Grand Lux Cafe® mark; and one restaurant under the RockSugar Pan Asian Kitchen® mark. Internationally, nine The Cheesecake Factory® restaurants operate under licensing agreements. The Company also operates two bakery production facilities in Calabasas Hills, CA and Rocky Mount, NC that produce quality cheesecakes and other baked products. In 2015, the Company was named to Fortune magazine’s “100 Best Companies to Work For” list for the second consecutive year. To learn more about the Company, visit www.thecheesecakefactory.com .

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The Cheesecake Factory Incorporated

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100