Additional Proxy Soliciting Materials (definitive) (defa14a)
April 17 2015 - 8:34AM
Edgar (US Regulatory)
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 14A |
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) |
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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The Cheescake Factory Incorporated |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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See the reverse
side of this notice to obtain proxy materials and voting instructions. ***
Exercise Your Right to Vote *** Important Notice Regarding the Availability
of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>.
You are receiving this communication because you hold shares in the above
named company. This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the
proxy materials online at www.proxyvote.com or easily request a paper copy
(see reverse side). We encourage you to access and review all of the
important information contained in the proxy materials before voting. Meeting
Information Meeting Type: <mtgtype> For holders as of: <recdate>
Date: Time: <mtgtime> Location: 0000244042_1 R1.0.0.51160 THE
CHEESECAKE FACTORY INCORPORATED THE CHEESECAKE FACTORY INCORPORATED ATTN:
JILL PETERS 26901 MALIBU HILLS ROAD CALABASAS HILLS, CA 91301 Annual Meeting
April 06, 2015 May 28, 2015 May 28, 2015 10:00 AM PDT Janet & Ray Scherr
Forum Theatre Thousand Oaks Civic Arts Plaza 2100 Thousand Oaks Blvd.
Thousand Oaks, CA 91362
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Please Choose
One of the Following Voting Methods Vote In Person: Many shareholder meetings
have attendance requirements including, but not limited to, the possession of
an attendance ticket issued by the entity holding the meeting. Please check
the meeting materials for any special requirements for meeting attendance. At
the meeting, you will need to request a ballot to vote these shares. Vote By
Internet: To vote now by Internet, go to www.proxyvote.com. Have the
information that is printed in the box marked by the arrow available and
follow the instructions. Vote By Mail: You can vote by mail by requesting a
paper copy of the materials, which will include a proxy card. How To Vote .
Before You Vote How to Access the Proxy Materials Proxy Materials Available
to VIEW or RECEIVE: How to View Online: Have the information that is printed
in the box marked by the arrow (located on the following page) and visit:
www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you
want to receive a paper or e-mail copy of these documents, you must request
one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2)
BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If
requesting materials by e-mail, please send a blank e-mail with the
information that is printed in the box marked by the arrow (located on the
following page) in the subject line. . . 0000244042_2 R1.0.0.51160 1. Annual
Report 2. Notice & Proxy Statement Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or before
May 14, 2015 to facilitate timely delivery.
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Voting items
0000244042_3 R1.0.0.51160 The Board of Directors recommends you vote FOR the
following: 1. Election of Directors Nominees 1a David Overton 1b Alexander L.
Cappello 1c Jerome I. Kransdorf 1d Laurence B. Mindel 1e David B. Pittaway 1f
Douglas L. Schmick 1g Herbert Simon The Board of Directors recommends you
vote FOR proposals 2, 3, 4 and 5. 2. To approve an amendment to the 2010
Stock Incentive Plan to increase its maximum authorized shares by 2,400,000
shares, from 6,780,000 shares to 9,180,000 shares and to re-approve the
Material Terms of the Performance Goals under the 2010 Stock Incentive Plan.
3. To approve the Material Terms of the Performance Goals under the 2015
Amended and Restated Annual Performance Incentive Plan. 4. To ratify the
selection of PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for fiscal year 2015, ending December 29, 2015. 5. To
approve, on a non-binding, advisory basis, the compensation of the Company's
Named Executive Officers as disclosed pursuant to the compensation disclosure
rules of the SEC. NOTE: In addition, to transact such other business as may
properly come before the Annual Meeting or any adjournment or postponement
thereof.
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0000244042_4
R1.0.0.51160
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