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This excerpt taken from the BGFV 10-K filed Mar 16, 2006. Item 4: Submission
of Matters to a Vote of Security Holders
On December 8, 2005, we held our annual meeting of
stockholders. Jennifer Holden Dunbar and Steven G. Miller, both
of whom are Class C directors, were re-elected to our board
of directors. The term of office for the following directors
continued after the meeting: G. Michael Brown (Class A
director), John G. Danhakl (Class A director), Sandra N.
Bane (Class B director) and Michael D. Miller (Class B
director). On March 7, 2006, Mr. Danhakl resigned from
the Board of Directors and the Board appointed David Jessick to
the Board to fill the vacancy resulting from the resignation of
Mr. Danhakl.
At the annual meeting, our stockholders approved the proposal to
elect two Class C directors to our board of directors, each
to hold office until the 2008 annual meeting of stockholders
(and until each such director’s successor shall have been
duly elected and qualified):
PART II
Our common stock, par value $0.01 per share, has traded on
The Nasdaq Stock Market’s National Market since
June 25, 2002. It trades under the symbol “BGFV.”
The following table sets forth the high and low sale prices for
our common stock as reported by The Nasdaq Stock Market’s
National Market during fiscal years 2004 and 2005.
As of March 10, 2006, the closing price for our common
stock as reported on The Nasdaq Stock Market’s National
Market was $19.38.
As of March 10, 2006, there were 22,703,777 shares of
common stock outstanding held by approximately 136 holders of
record.
Dividend
Policy
In the fourth quarter of fiscal 2004 we declared our first ever
cash dividend, at an annual rate of $0.28 per share of
outstanding common stock. The first quarterly payment, of
$0.07 per share, was paid on December 15, 2004, to
stockholders of record as of December 1, 2004. Quarterly
payments of $0.07 per share were paid on March 15, 2005,
June 15, 2005, September 15, 2005 and
December 15, 2005 to stockholders of record as of
March 1, 2005, June 1, 2005, September 1, 2005
and December 1, 2005, respectively. An additional quarterly
cash dividend was declared and paid on March 15, 2006 to
stockholders of record as of March 1, 2006.
The financing agreement governing our term loan and revolving
credit facility imposes restrictions on our ability to make
dividend payments. For example, our ability to pay cash
dividends on our common stock, will depend upon, among other
things, our level of indebtedness at the time of the proposed
dividend or distribution,
Table of Contents
whether we are in default under the financing agreement and the
amount of dividends or distributions made in the past. Our
future dividend policy will also depend on the requirements of
any future financing agreements to which we may be a party and
other factors considered relevant by our board of directors,
including the General Corporation Law of the State of Delaware,
which provides that dividends are only payable out of surplus or
current net profits.
Issuer
Repurchases
No purchases of shares of our common stock were made by or on
behalf of us or any of our “affiliated purchasers” (as
defined under the Securities Exchange Act of 1934, as amended)
during our fourth quarter ended January 1, 2006.
Securities
Authorized for Issuance Under Equity Compensation Plans as of
January 1, 2006
See Item 12, “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters,” of
this Annual Report.
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