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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of report (Date of earliest
event reported): October
26, 2009
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CEC
ENTERTAINMENT, INC.
(Exact
Name of Registrant as Specified in Charter)
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Kansas
(State
or other jurisdiction of incorporation)
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0-13687
(Commission
File Number)
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48-0905805
(IRS
Employer Identification No.)
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4441
West Airport Freeway
Irving,
Texas
(Address
of Principal Executive Offices)
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75062
(Zip
Code)
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(972)
258-8507
(Registrant’s
Telephone Number, Including Area Code)
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Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
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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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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·
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require
that stockholders give notice of any director nominations or business to
be considered by the stockholders not earlier than the close of business
on the 120th day and not later than the close of business on the 90th day
prior to the first anniversary of the preceding year’s annual meeting;
provided, however, that in the event that the date of the annual meeting
is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be delivered not earlier
than the close of business on the 120th day prior to the date of such
annual meeting and not later than the close of business on the later of
the 90th day prior to the date of such annual meeting or, if the first
public announcement of the date of such annual meeting is less than 100
days prior to the date of such annual meeting, the 10th day following the
day on which public announcement of the date of such meeting is first made
by the Company;
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·
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require
that stockholders, in the event that the Board of Directors has determined
that directors will be elected at a special meeting of stockholders, give
notice of any director nominations not earlier than the close of business
on the 120th day prior to the date of such special meeting and not later
than the close of business on the later of the 90th day prior to the date
of such special meeting or, if the first public announcement of the date
of such special meeting is less than 100 days prior to the date of such
special meeting, the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such
meeting;
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·
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clarify
that the advance notice provisions of the Amended and Restated Bylaws are
the exclusive means for a stockholder to make a director nomination or
submit other business before a meeting of stockholders (other than matters
properly brought under Rule 14a-8 of the federal proxy
rules);
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·
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require
that stockholder proponents and their affiliates disclose, in addition to
direct ownership interests and other information required by the proxy
rules, all other ownership, economic and voting interests, including
options and other convertible securities, derivatives, short interests,
performance-based fees based on the increase or decrease in the value of
shares or derivative instruments, dividend rights and any proportionate
interest in any shares or derivative
instruments;
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·
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require
director nominees to represent, among other things, that they do not, and
will not, have any undisclosed voting commitments or other undisclosed
arrangements with respect to their actions, compensation, reimbursement or
indemnification as a director and that, if elected, they will be in
compliance with certain corporate
policies;
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·
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require
directors nominated by stockholders to complete the Company’s director and
officer questionnaire;
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·
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require
stockholders nominating directors to disclose material relationships
between (1) the stockholder proponents and their affiliates and (2) the
director nominees and their
affiliates;
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·
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require
stockholders bringing business other than stockholder nominations before
the meeting to provide (1) a brief description of the business, the
reasons for conducting the business before the meeting and any material
interest of the stockholder and beneficial owner, if any, in the business
and (2) a description of all agreements, arrangements and understandings
between the stockholder and beneficial owner, if any, and any other person
in connection with the proposal of the business by the
stockholder;
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revise
the provision regarding the calling of a special meeting to increase the
percentage of outstanding stock that stockholders must hold in order to
call a special meeting from ten (10%) percent to twenty-five percent (25%)
of the outstanding stock entitled to vote at a special
meeting;
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·
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clarify
that only the Board of Directors may fix the number of directors on the
Board;
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·
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clarify
that any vacancy or newly created directorship resulting from an increase
in the authorized number of directors may only be filled by the vote of
two-thirds (2/3) of the directors then in office, unless such position
will be filled at an annual meeting of stockholders or at a special
meeting of stockholders at which the Board has determined that such
director will be elected; and
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make
other conforming changes to the Company's Amended and Restated
Bylaws.
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the
Company’s Chief Executive Officer and President, as well as the Executive
Chairman, must hold at least 50,000 shares of the Company’s common
stock;
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the
Company’s Executive Vice Presidents must hold at least 10,000 shares of
the Company’s common stock;
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the
Company’s non-employee directors must hold at least 5,000 shares of the
Company’s common stock;
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directors
must not serve on more than four other boards of public companies in
addition to the Company’s Board of
Directors;
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the
Nominating/Corporate Governance Committee must annually review the
Company’s succession plans and report on them to the non-management
members of the Board;
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each
director must attend a director continuing education and training program
at the Company’s expense at least once every two
years;
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each
director must tender his or her resignation for consideration by the
Nominating/Corporate Governance Committee when his or her principal
occupation, business association or position changes substantially;
and
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directors
must notify the Executive Chairman and the Corporate Secretary before
accepting an invitation to serve on another board to avoid potential
conflicts of interest.
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Exhibit
Number
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Description
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3.1
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Amended
and Restated Bylaws of CEC Entertainment, Inc. dated October 26,
2009
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99.1
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Press
Release dated October 29, 2009
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99.2
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Corporate
Governance Guidelines effective as of October 26, 2009
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| CEC ENTERTAINMENT, INC. | |||
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Date:
October 29, 2009
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By:
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/s/ Christopher D. Morris | |
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Christopher
D. Morris
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| Executive Vice President | |||
| Chief Financial Officer | |||
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Exhibit
Number
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Description
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3.1
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Amended
and Restated Bylaws of CEC Entertainment, Inc. dated October 26,
2009
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99.1
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Press
Release dated October 29, 2009
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99.2
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Corporate
Governance Guidelines effective as of October 26, 2009
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