Cheesecake Factory: shareholders eliminate classified board structure

Calabas Hills / CA. (cf) The Cheesecake Factory Incorporated announced that at its Annual Meeting of Stockholders in May stockholders re-elected two directors, approved a proposal to eliminate the Company´s classified board structure, ratified the appointment of independent auditors and voted against an amendment to a stock incentive plan.

At the meeting, stockholders voted to re-elect both Chairman and CEO David Overton and independent director Agnieszka Winkler each for a three-year term and until their successors are elected and qualified. Each nominee received the affirmative votes of approximately 99 percent of the total shares voted. Stockholders also approved a proposal to amend the Company´s certificate of incorporation to eliminate its classified board structure and make conforming changes. As a result, the Company intends for all directors to stand for election to one-year terms beginning at the 2011 Annual Meeting of Stockholders.

Additionally, stockholders ratified the selection of PricewaterhouseCoopers LLP to serve as the Company´s independent registered public accounting firm for fiscal 2008, which will end on December 30, 2008. Stockholders voted against an amendment to the Company´s Amended and Restated 2001 Omnibus Stock Incentive Plan to clarify that eligible individuals under the plan include directors, whether or not employed by the Company.