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): April 30, 2013
CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
| Kansas | 1-13687 | 48-0905805 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4441 West Airport Freeway Irving, Texas |
75062 | |
| (Address of principal executive offices) | (Zip Code) |
(972) 258-8507
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
Item 2.02. Results of Operations and Financial Condition.
On May 2, 2013, CEC Entertainment, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2013.
The information furnished in this Item 2.02 – “Results of Operations and Financial Condition” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below is information concerning each matter submitted to a vote at the Company’s Annual Meeting of Stockholders held on April 30, 2013.
Proposal No. 1: The stockholders elected each of the following persons as a director to serve for a term of one year or until their successors are elected and qualified or until their earlier resignation or removal.
| For | Withheld | Broker Non-Votes | ||||||||||
| Richard M. Frank |
15,425,891 | 541,959 | 322,031 | |||||||||
| General (ret) Tommy Franks |
14,855,134 | 1,112,716 | 322,031 | |||||||||
| Michael H. Magusiak |
15,470,359 | 497,491 | 322,031 | |||||||||
| Tim T. Morris |
14,772,339 | 1,195,511 | 322,031 | |||||||||
| Louis P. Neeb |
15,399,948 | 567,902 | 322,031 | |||||||||
| Cynthia Pharr Lee |
14,785,510 | 1,182,340 | 322,031 | |||||||||
| Bruce M. Swenson |
15,485,862 | 481,988 | 322,031 | |||||||||
| Walter Tyree |
14,770,198 | 1,197,652 | 322,031 | |||||||||
| Raymond E. Wooldridge |
14,770,139 | 1,197,711 | 322,031 | |||||||||
Proposal No. 2: The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement filed on March 18, 2013, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
| For |
Against | Abstain | Broker Non-Votes | |||
| 10,078,309 |
5,868,525 | 21,016 | 322,031 |
Proposal No. 3: The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year.
| For |
Against | Abstain | Broker Non-Votes | |||
| 16,261,125 |
26,555 | 2,201 | 0 |
No other matters were voted upon at the meeting.
2
Item 8.01. Other Events.
Declaration of Cash Dividend
On April 30, 2013, the Company’s Board of Directors declared a cash dividend of $0.24 per share on the common stock of the Company. The cash dividend is payable on July 2, 2013 to stockholders of record as of June 6, 2013.
Authorization to Repurchase Additional Shares
On April 30, 2013, the Company’s Board of Directors authorized the repurchase of up to an additional $100 million of common stock under the Company’s stock repurchase program. With this increase, the Company currently has authorization to repurchase approximately $137.0 million of common stock. The stock repurchase authorization does not have an expiration date. Share repurchases may be effected from time to time through open market transactions, accelerated share repurchases or in privately negotiated transactions. The stock repurchase program may be accelerated, expanded, suspended, delayed or discontinued at any time.
The Company’s press release dated May 2, 2013, announcing, among other things, the share repurchase program, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of CEC Entertainment, Inc. dated May 2, 2013 |
3
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.
| CEC ENTERTAINMENT, INC. | ||||||
| Date: May 2, 2013 | By: | /s/ Tiffany B. Kice | ||||
| Tiffany B. Kice | ||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||
4
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of CEC Entertainment, Inc. dated May 2, 2013 |
5