Table of Contents
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FRONT COVER
LETTER TO SHAREHOLDERS
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
SUMMARY OF MATTERS REQUIRING SHAREHOLDER ACTION
Proposal 1 - Election of Directors
Proposal 2 - Ratification of Independent Auditors
Proposal 3 - Advisory Vote on Approval of Executive Compensation
Proposal 4 - Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
Proposal 5 - Advisory Vote on a Shareholder Proposal Regarding the Issuance of a Sustainability Report by the Company
Other Matters
INFORMATION ABOUT PROXIES AND VOTING
Record Date and Voting Securities
Revocability of Proxies
Solicitation of Proxies
Other Voting Considerations
CORPORATE GOVERNANCE AND OUR BOARD
Director Biographies
Board Declassification
Meetings of the Board
Leadership Structure of the Board and the Role of the Board in Risk Oversight
Committees of the Board
Policy Regarding Consideration of Candidates for Director
Compensation of Directors
Code of Conduct
Stock Ownership Guidelines
STOCK OWNERSHIP INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Summary Compensation Table
Grants of Plan-Based Awards in Fiscal Year 2016
Outstanding Equity Awards
Options Exercised and Stock Vested
Termination, Change of Control and Change of Responsibility Payments
AUDIT COMMITTEE REPORT
Related Party Transactions
PRESENTATION OF PROPOSALS
Proposal 1 - Election of Directors
Proposal 2 - Ratification of Independent Auditors
Proposal 3 - Advisory Vote on Approval of Executive Compensation
Proposal 4 - Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
Proposal 5 - Advisory Vote on a Shareholder Proposal Regarding the Issuance of a Sustainability Report by the Company
SHAREHOLDER PROPOSALS
SHAREHOLDERS’ COMMUNICATIONS WITH THE BOARD
FORM 10-K
OTHER BUSINESS
FORM 10-K
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income and Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(1) Description of Business
(2) Summary of Significant Accounting Policies
(3) Long-term Debt and Obligation Under Capital Lease
(4) Property and Equipment, Net
(5) Goodwill and Intangible Assets
(6) Leases
(7) Income Taxes
(8) Preferred Stock
(9) Stockholders’ Equity
(10) Earnings Per Share
(11) Commitments and Contingencies
(12) Share-based Compensation
(13) Fair Value Measurement
(14) Impairment and Closure Costs
(15) Derivative and Hedging Activities
(16) Accumulated Other Comprehensive Loss
(17) Related Party Transactions
SIGNATURES
STOCKHOLDER INFORMATION
BOARD OF DIRECTORS
RESTAURANT LOCATIONS
BACK COVER