Buffalo Wild Wings 2012 Annual Report Download - page 62

62
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this item is contained in Part I of this document under the heading “Executive Officers,” and
the sections entitled “Election of Directors,” “Compliance with Section 16(a) of the Exchange Act,” and “Corporate
Governance” appearing in our Proxy Statement to be delivered to shareholders in connection with the 2013 Annual Meeting
of Shareholders. Such information is incorporated herein by reference.
Our Board of Directors has adopted a Code of Ethics & Business Conduct for all employees and directors. A copy of
this document is available on our website at www.buffalowildwings.com, free of charge, under the Corporate Governance
Investors section. We will satisfy any disclosure requirements under Item 10 or Form 8-K regarding an amendment to, or
waiver from, any provision of the Code with respect to our principal executive officer, principal financial officer, principal
accounting officer and persons performing similar functions by disclosing the nature of such amendment or waiver on our
website or in a report on Form 8-K.
Our Board of Directors has determined that Mr. J. Oliver Maggard and Mr. Jerry Rose, members of the Audit
Committee and independent directors, are audit committee financial experts, as defined under 407(d) (5) of Regulation S-K.
Mr. Maggard and Mr. Rose are “independent directors” as that term is defined in Nasdaq Rule 4200(a)(15). The designation
of Mr. Maggard and Mr. Rose as the audit committee financial experts does not impose on Mr. Maggard or Mr. Rose any
duties, obligations or liability that are greater than the duties, obligations and liability imposed on Mr. Maggard or Mr. Rose
as members of the Audit Committee and the Board of Directors in the absence of such designation or identification.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the sections entitled “Executive Compensation” and
“Compensation Discussion and Analysis” appearing in our Proxy Statement to be delivered to shareholders in connection
with the 2013 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item relating to the security ownership of certain holders is contained in the sections
entitled “Security Ownership of Officers and Directors,” “Security Ownership of Certain Beneficial Holders,” and “Equity
Compensation Plan Information” appearing in our Proxy Statement to be delivered to shareholders in connection with the
2013 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is contained in the sections entitled “Corporate Governance” and “Certain
Relationships and Related Transactions” appearing in our Proxy Statement to be delivered to shareholders in connection with
the 2013 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is contained in the section entitled “Independent Registered Public Accounting
Firm” appearing in our Proxy Statement to be delivered to shareholders in connection with the 2013 Annual Meeting of
Shareholders. Such information is incorporated herein by reference.