TXRH 8-K
Texas Roadhouse, Inc. (TXRH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 28, 2024, the Board of Directors (the “Board”) of Texas Roadhouse, Inc., a Delaware corporation (the “Company”), authorized an increase in the number of directors, which constitute the entire Board, from eight to nine. On February 28, 2024 and following the increase in the size of the Board, the Board appointed Jane Grote Abell to fill the vacancy. Ms. Abell will not initially serve on any of the Board’s committees.
Ms. Abell, age 57, was appointed as an independent director because of her executive and board experience as well as her extensive knowledge of the restaurant industry where she has over 30 years of experience in the industry. Ms. Abell is a founding family member, Executive Chairwoman of the Board of Directors, and Chief Purpose Officer for Donatos Pizza and Jane’s Dough Premium Foods, all positions she has held since 2010. At Donatos, Ms. Abell previously held the title of Chief Operations Officer, Chief People Officer, and President. She also previously served as Senior Vice President of Business Development for Donatos where she led growth for franchising and development during the period of time in which Donatos was owned by the McDonald’s Corporation.
Ms. Abell will be compensated in accordance with the Company’s previously adopted non-employee director compensation schedule. In connection with her appointment, on February 29, 2024, the Compensation Committee granted Ms. Abell 1,300 restricted stock units, all of which will vest on January 8, 2025 provided she continues to serve on such date.
Except as otherwise disclosed herein, there are no transactions between the Company and Ms. Abell requiring disclosure under this Item 5.02.
(e) On February 28, 2024 and in order to align with the target percentage parameters used by management of the Corporation for compensation adjustments for support center employees during the Corporation’s annual review process, the Compensation Committee exercised its discretion to increase certain elements of the respective compensation for each of Jerry Morgan, Gina Tobin, Chris Monroe, Chris Colson, Hernan Mujica, and Travis Doster. In furtherance of the foregoing and effective as of January 24, 2024, (i) the annual base salary for Mr. Morgan increased to $1,300,000, (ii) the annual base salary for Ms. Tobin increased to $700,000, and (iii) the annual base salary for each of Messrs. Monroe, Colson, Mujica and Doster increased to $550,000. In addition, the target incentive bonus for the following executive officers relating to their respective 2024 fiscal year service were increased in the following manner: (A) Mr. Morgan’s target incentive bonus was increased to $1,300,000, (B) Ms. Tobin’s target incentive bonus was increased to $700,000, and (C) the target incentive bonus for each of each of Messrs. Monroe, Colson, Mujica and Doster was increased to $425,000. Unless otherwise set forth herein, the cash and/or equity compensation for the respective executive officers remained unchanged.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 99.1 | Press Release issued by the Company on March 1, 2024. | ||
| 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: March 1, 2024 | By: | /s/ Gerald L. Morgan |
| Gerald L. Morgan | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Texas Roadhouse, Inc. Appoints Jane Grote Abell to Board of Directors
LOUISVILLE, Ky., March 1, 2024 - Texas Roadhouse, Inc. (Nasdaq: TXRH) announced today that Jane Grote Abell has been appointed to the Company’s Board of Directors. This increases the size of the board to nine members.
Ms. Abell is currently the Executive Chairwoman of the Board of Directors and Chief Purpose Officer for Donatos Pizza, a Columbus, Ohio based premium pizza concept with over 460 locations in 29 states.
Jerry Morgan, Texas Roadhouse Chief Executive Officer, commented, “We are excited to have Jane join our Board of Directors. With over 30 years in the restaurant industry, her operations experience and commitment to people-first leadership will be an asset to our Company.”
In addition to her current position as Executive Chairwoman of the Board of Directors and Chief Purpose Officer, Ms. Abell is a founding family member of Donatos Pizza and Jane’s Dough Premium Foods, all positions she has held since 2010. She previously served as Senior Vice President of Business Development for Donatos where she led growth for franchising and development during the period of time in which Donatos was owned by the McDonald’s Corporation.
About the Company
Texas Roadhouse, Inc. is a growing restaurant company operating predominantly in the casual dining segment that first opened in
1993 and today has grown to over 740 restaurants systemwide in 49 states and ten foreign countries. For more information, please visit
the company’s website at www.texasroadhouse.com.
Contacts
Investor Relations:
Michael Bailen
(502) 515-7298
Media:
Travis Doster
(502) 638-5457
Photo available upon request.