8-K - TXRH - Equibles

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 11, 2023

TEXAS

ROADHOUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50972	20-1083890
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File<br> Number)	Identification<br> No.)
6040 Dutchmans Lane, Louisville , KY	40205
---	---
(Address<br> of principal executive offices)	(Zip<br> 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<br> Stock, par value $0.001 per share	TXRH	Nasdaq<br> 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 11, 2023, Texas Roadhouse, Inc., a Delaware corporation (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 elected as follows:

Name
Michael A. Crawford	55,802,403	2,577,911	-	4,309,962
Donna E. Epps	55,795,180	2,585,134	-	4,309,962
Gregory N. Moore	53,729,456	4,650,858	-	4,309,962
Gerald L. Morgan	57,834,046	546,268	-	4,309,962
Curtis A. Warfield	53,245,220	5,135,094	-	4,309,962
Kathleen M. Widmer	34,881,254	23,499,060	-	4,309,962
James R. Zarley	53,283,608	5,096,706	-	4,309,962

B. Ratification of the audit committee’s selection of KPMG LLP as the Company’s independent auditors for the fiscal year 2023.

The selection of KPMG LLP was ratified as follows:

For	Against		Abstain		Broker Non-Votes
60,287,993		2,351,895		50,388		-

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
53,291,108		4,837,660		251,546		4,309,962

D. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation.

The frequency of the Advisory Vote on Executive Compensation was approved, on an advisory basis, as follows:

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
	57,060,174		15,970		1,184,036		120,134		4,309,962

A majority of the votes cast by shareholders voted, on an advisory basis, to approve the recommendation of the Company’s Board of Directors to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our shareholders, the Company has determined that it will include an advisory shareholder vote on executive compensation in its proxy materials annually until the next required advisory vote on the frequency of shareholder votes on executive compensation.

E. Advisory Vote on a Shareholder Proposal Regarding the Issuance of a Climate Report.

The Shareholder Proposal Regarding the Issuance of a Climate Report was not approved, on an advisory basis, as follows:

For	Against
23,337,310		34,403,924	639,080	4,309,962
ITEM 8.01.	OTHER EVENTS
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On May 11, 2023, the Company’s Board of Directors approved the second quarter 2023 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 12, 2023.
	104	Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

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 12, 2023	By:	/s/ Keith V. Humpich
		Keith V. Humpich
		Interim Chief Financial Officer

Exhibit 99.1

Texas Roadhouse, Inc.Announces Quarterly Dividend

LOUISVILLE,Ky (May 12, 2023) – On May 11, 2023, Texas Roadhouse, Inc.’s (Nasdaq: TXRH) Board of Directors authorized the payment of a cash dividend of $0.55 per share of common stock. This payment will be distributed on June 23, 2023, to shareholders of record at the close of business on June 7, 2023.

About the Company

Texas Roadhouse is a growing restaurant company operating predominantly in the casual dining segment that first opened in 1993 and today has grown to over 700 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-lookingStatements

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. 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; changes in consumer discretionary spending and macroeconomic conditions, including inflationary pressures; 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 27, 2022. 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