This say-on-pay proposal gives our shareholders the opportunity to express their
views on our named executive officers compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices
described in this Proxy Statement.
Accordingly, the Board invites you to review carefully the Compensation Discussion and
Analysis and the tabular and other disclosures on compensation under Executive Compensation and cast a vote to approve, on an advisory and non-binding basis, the compensation of the Companys named executive officers through the
RESOLVED, that the shareholders of BJs Restaurants, Inc. (the Company) approve, on
an advisory and non-binding basis, the compensation of the Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and the
related compensation tables, notes and narrative in the Proxy Statement for the Companys 2013 Annual Meeting of Shareholders.
This say-on-pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee or the Board of Directors. The shareholders advisory vote will not overrule any
decision made by the Board or the Committee or create or imply any additional fiduciary duty by our directors. Our Board and Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the
named executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
ADVISORY RESOLUTION ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.