CAKE Cheesecake Factory Inc

a

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):

February 11, 2016

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

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 2.02        RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

In a press release dated February 16, 2016, The Cheesecake Factory Incorporated (the “Company”) announced financial results for the Company’s fourth quarter of fiscal 2015, which ended on December 29, 2015.    The full text of the press release is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this Item 2.02.

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

Fourth Amendment to Employment Agreement with David Overton.

On February 11, 2016, the Company and David Overton (“Employee”), the Company’s Chairman of the Board and Chief Executive Officer, entered into a Fourth Amendment to Employment Agreement (the “Fourth Amendment”), which amendment extends the term of the Employment Agreement, dated June 30, 2009 as amended on February 29, 2012, November 11, 2013 and April 2, 2015, between the Company and Employee (the “Employment Agreement”) to April 1, 2017. Any further extension of the term of the Employment Agreement, as amended by the Fourth Amendment, shall be by the mutual agreement of the Company and the Employee.

Except as modified by the Fourth Amendment, all other terms and conditions of the Employment Agreement remain unmodified and in full force and effect. The full text of the Fourth Amendment is attached as Exhibit 99.2 to this Report and is hereby incorporated by reference herein.

Performance Incentive Plan Payments for Fiscal 2015.

On February 11, 2016, the Compensation Committee of the Board of Directors of the Company (the “Board”) approved the payment of the following performance achievement awards (“Awards”) for fiscal 2015 to certain executive officers of the Company under the Company’s 2010 Amended and Restated Annual Performance Incentive Plan, the material terms of which plan were approved by the Company’s stockholders on June 2, 2010, as follows:

(1)  Effective salary is the actual salary earned by the executive officer during fiscal year 2015 and reflects salary adjustments made prior to 90 days from the commencement of the 2015 fiscal year.

Performance Incentive Plan for Fiscal 2016.  On February 11, 2016, the Compensation Committee of the Board also approved performance incentive targets and objectives for fiscal 2016 under the 2015 Amended and Restated Performance Incentive Plan, which plan was approved by the Board on April 2, 2015 (the “2015 Performance Incentive Plan”).  For fiscal 2016, except for Mr. Byfuglin, President of the bakery division of the Company, 75% of each Award will be based upon achievement of a Company consolidated operating income objective and 25% of each Award will be based on achievement of both 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 operating income 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 both a bakery division threshold operating income objective and additional strategic objectives related to the bakery operations.  Each of the performance incentive objectives was selected from a list of performance incentive objectives under the 2015 Performance Incentive Plan, the material terms of which Plan were approved by the Company’s stockholders at the May 28, 2015 annual meeting of stockholders.

Executives participating in the 2015 Performance Incentive Plan for fiscal 2016 will have an opportunity to earn an Award ranging from 0% to 175% of a performance incentive target range, calculated as a percentage of salary.  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 (if achieved at 100% of the established goals), and the maximum Award as a percentage of base salary payable to each executive officer (if achieved at the maximum level exceeding 100% of the established goals), under the 2015 Performance Incentive Plan for fiscal 2016, are as follows:

Awards which may be made for fiscal 2016 will be calculated under the foregoing formulae based upon the executive officers’ base salary actually earned for fiscal 2016, and therefore will take into account any adjustments to base salary for fiscal 2016 made prior to 90 days from the commencement of our fiscal year. The maximum Award payable in any fiscal year to an executive officer under the 2015 Performance Incentive Plan is $2.5 million, and therefore the maximum potential award that can be paid under the foregoing performance incentive arrangements to any executive officer for fiscal 2016 will be the lesser of (i) $2.5 million or (ii) the product of the maximum potential award percentage shown in the above table multiplied by the executive officer’s earned base salary for fiscal 2016.

There is no assurance that the Company will achieve the performance incentive targets and objectives established by the Compensation Committee of the Board in any fiscal year.

ITEM 8.01         OTHER EVENTS.

On February 11, 2016, the Board of Directors (the “Board”) of the Company declared a quarterly cash dividend to its stockholders.  A dividend of $0.20 per share on the Company’s common Stock will be paid on March 14, 2016 to shareholders of record at the close of business on March 1, 2016.  Future dividends, if any, will be subject to Board approval.  On February 16, 2016, the Company included in its press release, described in Item 2.02 above, and furnished as Exhibit 99.1 hereto an announcement of the declaration of the dividend.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

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.

EXHIBIT INDEX

EXHIBIT 99.1

THE CHEESECAKE FACTORY REPORTS RESULTS FOR

FOURTH QUARTER OF FISCAL 2015

Calabasas Hills, CA – February 16, 2016 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) today reported financial results for the fourth quarter of fiscal 2015, which ended on December 29, 2015.

Total revenues were $526.8 million in the fourth quarter of fiscal 2015 as compared to $499.7 million in the prior year fourth quarter.  Net income and diluted net income per share were $27.2 million and $0.54, respectively, in the fourth quarter of fiscal 2015.

Operating Results

Comparable restaurant sales at The Cheesecake Factory restaurants increased 1.1% in the fourth quarter of fiscal 2015.

“The fourth quarter of 2015 marks the completion of our sixth consecutive year of delivering positive comparable sales every quarter, and a continuation of our outperformance relative to the casual dining industry,” said David Overton, Chief Executive Officer.

“We achieved a number of important milestones in 2015.  We expanded our business and now operate 200 restaurants across three concepts.  In addition, our international presence grew to 11 locations in operation under licensing agreements.  We recorded over $2 billion in revenues for the first time, moved another step forward towards improving our operating margin, and grew adjusted earnings per share by 20%.  Overall, we successfully accomplished our commitment to increasing shareholder returns in 2015 while also remaining focused on quality growth for the future,” concluded Overton.

Development

The Company opened six The Cheesecake Factory restaurants during the fourth quarter of fiscal 2015, meeting its objective to open as many as 11 Company-owned restaurants domestically in fiscal 2015.

Internationally, two The Cheesecake Factory restaurants opened in the Middle East in the fourth quarter of fiscal 2015, for a total of three locations opened under licensing agreements in the Middle East and Mexico during the year, as expected.

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

In fiscal 2016, the Company continues to expect to open as many as eight Company-owned restaurants domestically.  Internationally, the Company expects as many as four to five restaurants to open under licensing agreements.

Capital Allocation

In fiscal 2015, the Company repurchased 2.1 million shares of its common stock at a cost of $104.8 million, including approximately 350,000 shares repurchased in the fourth quarter at a cost of $17.3 million.  In total, the Company returned $140.7 million in cash to shareholders in fiscal 2015 through share repurchases and dividends.

The Company’s Board of Directors declared a quarterly cash dividend of $0.20 per share on the Company’s common stock, payable on March 14, 2016 to shareholders of record at the close of business on March 1, 2016.

For fiscal 2016, the Company continues to expect that it will return substantially all its free cash flow to shareholders in the form of share repurchases and dividends.

Financial Reporting Dates for Fiscal 2016

The Company plans to announce quarterly financial results and hold conference calls to discuss its results for the first three quarters of fiscal 2016 as outlined below. The earnings press releases will be issued at approximately 1:15 p.m. Pacific Time and the conference calls will follow at 2:00 p.m. Pacific Time on the same day. Dates and times could be subject to change.

Conference Call and Webcast

The Company will hold a conference call to review its results for the fourth quarter of fiscal 2015 today at 2:00 p.m. Pacific Time.  The conference call will be webcast live on the Company’s website at investors.thecheesecakefactory.com and a replay of the webcast will be available through March 16, 2016.

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, through its subsidiaries, owns and operates 200 full-service, casual dining restaurants throughout the U.S.A. and Puerto Rico, including 187 restaurants under The Cheesecake Factory® mark; 12 restaurants under the Grand Lux Cafe® mark; and one restaurant under the RockSugar Pan Asian Kitchen® mark.  Internationally, 11 The Cheesecake Factory® restaurants operate under licensing agreements. The Company’s bakery division operates two bakery production facilities, in Calabasas Hills, CA and Rocky Mount, NC, that produce quality cheesecakes and other baked products for its restaurants, international licensees and third-party bakery customers. In 2015, the Company was named to the FORTUNE Magazine “100 Best Companies to Work For®” list for the second consecutive year. To learn more about the Company, visit www.thecheesecakefactory.com.

FORTUNE and 100 Best Companies to Work For® are registered trademarks of Time Inc. and are used under license.  From FORTUNE Magazine, March 15, 2015 ©2015 Time Inc. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, The Cheesecake Factory Incorporated.

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

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, including uncertainties related to the Company’s ability to: consistently deliver dependable comparable sales results over a sustained period of time; outperform the casual dining industry; leverage sales increases and manage flow through; expand its operating margin and deliver earnings per share growth; open new restaurants that perform well; utilize capital effectively and continue to repurchase its common stock; realize opportunities for growth both domestically and internationally; continue to generate high levels of cash; and increase shareholder value.  In addition, forward-looking statements made in the press release include uncertainties related to: factors outside of the Company’s control that impact consumer confidence and spending; current and future macroeconomic conditions; acceptance and success of The Cheesecake Factory in international markets; changes in unemployment and wage rates; the economic health of the Company’s landlords and other tenants in retail centers in which its restaurants are located; the economic health of suppliers, licensees, vendors and other third parties providing goods or services to the Company; adverse weather conditions in regions in which the Company’s restaurants are located; factors that are under the control of government agencies, landlords and other third parties; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), as set forth below.  Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements.  Forward-looking statements speak only as of the dates on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws.  Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC, which are available at www.sec.gov.

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

The Cheesecake Factory Incorporated and Subsidiaries

Consolidated Financial Statements

(unaudited; in thousands, except per share and statistical data)

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

Reconciliation of Non-GAAP Results to GAAP Results

In addition to the results provided in accordance with Generally Accepted Accounting Principles (“GAAP”) in this press release, the Company is providing non-GAAP measurements which present net income and diluted net income per share excluding the impact of certain items.

The non-GAAP measurements are intended to supplement the presentation of the Company’s financial results in accordance with GAAP.  The Company believes that the presentation of these items provides additional information to facilitate the comparison of past and present financial results.

(1)          The pre-tax amounts associated with these items in fiscal 2015 and 2014 were $6,011 and $696, and were recorded in impairment of assets and lease terminations.

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

EXHIBIT 99.2

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of February 11, 2016, between THE CHEESECAKE FACTORY INCORPORATED (the “Company”) and DAVID M. OVERTON (“Executive”).

WHEREAS, the Company and Executive previously entered into an Employment Agreement dated June 30, 2009, as amended February 29, 2012, November 11, 2013 and April 2, 2015 (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, 2017; 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, 2017.  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.

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

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