8-K
Texas Roadhouse, Inc. (TXRH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 12, 2022
TEXAS ROADHOUSE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50972 | 20-1083890 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 6040 Dutchmans Lane, Louisville, KY | 40205 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(502) 426-9984
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | TXRH | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b,2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
|---|
On May 12, 2022, Texas Roadhouse, Inc. ("the Company") held its Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:
| A. | Election of directors. | |||
|---|---|---|---|---|
| The nominees for the Company’s Board of Directors were<br>elected as follows: | ||||
| --- | ||||
| Name | For | Withheld | Abstain | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Michael A. Crawford | 55,674,274 | 2,273,744 | - | 5,316,995 |
| Donna E. Epps | 56,774,469 | 1,173,549 | - | 5,316,995 |
| Gregory N. Moore | 54,810,230 | 3,137,788 | - | 5,316,995 |
| Gerald L. Morgan | 57,515,686 | 432,332 | - | 5,316,995 |
| Curtis A. Warfield | 55,395,856 | 2,552,162 | - | 5,316,995 |
| Kathleen M. Widmer | 55,744,238 | 2,203,780 | - | 5,316,995 |
| James R. Zarley | 55,035,812 | 2,912,206 | - | 5,316,995 |
B. Ratification of the audit committee’s selection of KPMG LLP as the Company’s independent auditors for the fiscal year 2022.
The selection of KPMG LLP was ratified as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 60,836,863 | 2,387,761 | 40,389 | - |
C. Advisory Vote on Executive Compensation.
The compensation of the named executive officers was approved, on an advisory basis, as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 54,721,251 | 3,166,055 | 60,712 | 5,316,995 |
ITEM 8.01. OTHER EVENTS
On May 12, 2022, the Company’s Board of Directors approved the second quarter 2022 cash dividend. The public announcement of the dividend was made by means of a press release, the text of which is set forth at Exhibit 99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| (d) | EXHIBITS |
|---|---|
| 99.1 | Press Release issued by the company on May 13, 2022. |
| --- | --- |
The information in this Current Report on Form 8-K at Item 2.02 and the Exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
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INDEX TO EXHIBITS
| Exhibit No. | |
|---|---|
| 99.1 | Press Release issued by the Company on May 13, 2022. |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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SIGNATURE
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 thereunto duly authorized.
| TEXAS ROADHOUSE, INC. | ||
|---|---|---|
| Date: May 13, 2022 | By: | /s/ Tonya R. Robinson |
| Tonya R. Robinson | ||
| Chief Financial Officer |
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Exhibit 99.1
Texas Roadhouse, Inc. Announces Quarterly Dividend
LOUISVILLE, Ky (May 13, 2022) – On May 12, 2022, Texas Roadhouse, Inc.’s (Nasdaq: TXRH) Board of Directors authorized the payment of a cash dividend of $0.46 per share of common stock. This payment will be distributed on June 24, 2022, to shareholders of record at the close of business on June 8, 2022.
About the Company
Texas Roadhouse is a casual dining concept that first opened in 1993 and today has grown to 670 restaurants system-wide in 49 states and ten foreign countries. For more information, please visit the Company’s Web site at www.texasroadhouse.com.
Forward-looking Statements
Certain statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the potential impact of the COVID-19 pandemic, including reinstated dining room capacity restrictions or closures, and other non-historical statements. Such statements are based upon the current beliefs and expectations of the management of Texas Roadhouse. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, conditions beyond its control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting customers or food supplies; labor or supply chain shortages or limited availability of staff or product needed to meet our business standards; food safety and food-borne illness concerns; and other factors disclosed from time to time in its filings with the U.S. Securities and Exchange Commission. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Part I—Item 1A. Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 28, 2021. These factors should not be construed as exhaustive and should be read in conjunction with other filings with the Securities and Exchange Commission. Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law.
Contacts:
Investor Relations
Michael Bailen
(502) 515-7298
Media
Travis Doster
(502) 638-5457