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) March 18, 2021

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 (see General Instruction A.2. below):

¨ 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	TradingSymbol(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 5.02. Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On March 18, 2021, the Board of Directors (the “Board”) of Texas Roadhouse, Inc. (the “Company”) appointed Gerald L. Morgan, 60, the Company’s President, to serve as the Company’s Chief Executive Officer effective immediately. Mr. Morgan’s appointment is consistent with the Company’s succession plan following the death of W. Kent Taylor on March 18, 2021. Mr. Morgan was recently appointed the Company’s President on December 17, 2020. He joined Texas Roadhouse in 1997 as a Managing Partner in Grand Prairie, Texas. Based on the performance of the Grand Prairie restaurant in 2000, he was named Managing Partner of the Year in 2001. He was promoted to Market Partner in 2001 and then subsequently promoted to Regional Market Partner in 2015. Before joining the Company, Mr. Morgan was a multi-unit operator with Bennigan’s Restaurants. Mr. Morgan has over 30 years of restaurant industry experience. As a part of his appointment to Chief Executive Officer, Mr. Morgan remained the President of the Company.

Except as set forth below, Mr. Morgan has not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Morgan currently holds a beneficial ownership interest in certain franchise restaurants described below. As of December 29, 2020, Mr. Morgan’s beneficial ownership interest in such franchised Texas Roadhouse restaurants is set forth in the table below.

Restaurant	Morgan Ownership		Initial Franchisee Fee	Royalty Rate		Royalties Paid to Us in Fiscal Year 2020 ($)	Management or<br> Supervision Fees<br> Paid to Us in Fiscal<br> Year 2020<br> ($)
Brownsville, TX	3.07	%	—	4.0	%	259,995	32,499
McKinney, TX	2.0	%	—	4.0	%	257,036	32,129

For the 2020 fiscal year, the total amount of distributions received by Mr. Morgan relating to his ownership interests in the above-referenced restaurants was $25,907. These amounts do not reflect compensation paid by the Company to Mr. Morgan during these periods; rather, these amounts were paid by the applicable entity and reflect a return on investment in these separate restaurant locations.

Additionally, Mr. Morgan currently holds an ownership interest in the Texas Roadhouse restaurant in Mansfield, Texas, which is a restaurant that is owned by an entity that the Company controls and in which the Company holds a 52.5% ownership interest. As of December 29, 2020, Mr. Morgan beneficially owned a 34.5% ownership interest in the Mansfield, Texas restaurant (32.0% interest directly and 2.5% interest indirectly through his parents), which entity paid $231,811 to us for management and supervision fees in fiscal year 2020. Further, the total amount of distributions related to the 34.5% beneficial ownership interest in the Mansfield, Texas restaurant for the 2020 fiscal year was $179,690. These amounts do not reflect compensation paid by the Company to Mr. Morgan during the 2020 fiscal year; rather, these amounts were paid by the applicable entity and reflect a return on investment in this restaurant location. Additional information regarding prior indebtedness to the Company of the Mansfield, Texas restaurant is set forth in the Company’s Current Report on Form 8-K dated December 17, 2020.

Item 7.01. Regulation FD Disclosure.

On March 18, 2021, the Company issued a press release announcing the death of its founder, Chairman and Chief Executive Officer, W. Kent Taylor, on March 18, 2021. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

On March 19, 2021, the Company issued a press release announcing the appointment of Gerald L. Morgan as the Company’s Chief Executive Officer. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

99.1 Press<br> Release dated March 18, 2021
99.2 Press<br> Release dated March 19, 2021
104 Cover<br> Page Interactive Data File - the cover page XBRL tags are embedded within 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: March 19, 2021	By:	/s/ Tonya Robinson
		Tonya Robinson
		Chief Financial Officer

Exhibit99.1

TexasRoadhouse, Inc. Announces the Passing of Kent Taylor

LOUISVILLE, KY. (March 18, 2021) – Texas Roadhouse, Inc., today announced the passing of its founder and Chief Executive Officer, Kent Taylor.

Greg Moore, Lead Director, provided this statement on behalf of the Board of Directors: “We are deeply saddened by the loss of Kent Taylor. He founded Texas Roadhouse and dedicated himself to building it into a legendary experience for “Roadies” and restaurant guests alike. During the pandemic, he gave up his entire compensation package to help support his frontline workers. This selfless act was no surprise to anyone who knew Kent and his strong belief in servant leadership. He was without a doubt, a people-first leader. His entrepreneurial spirit will live on in the company he built, the projects he supported and the lives he touched.”

Kent Taylor founded Texas Roadhouse in 1993 and held various positions, including most recently Chairman of the Board and CEO.

About the Company

Texas Roadhouse is a casual dining concept with over 630 restaurants system-wide in 49 states and ten foreign countries. For more information, please visit the Company’s Web site at www.texasroadhouse.com.

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Contacts:

Media

Travis Doster

(502) 638-5457

Investor Relations

Michael Bailen

(502) 515-7298

Exhibit 99.2

Texas RoadhousePromotes President Jerry Morgan to CEO

LOUISVILLE, KY. (March 19,2021) – Texas Roadhouse, Inc.’s (Nasdaq: TXRH) Board of Directors announced today that President Jerry Morgan will also assume the title of Chief Executive Officer of the Louisville-based restaurant company. The promotion is effective immediately.

Morgan’s appointment to CEO was part of the Company’s succession plan, which was enacted following the passing of Kent Taylor, the founder, CEO and Chairman of the Board on March 18, 2021.

“While you never expect the loss of such a visionary as Kent, our succession plan, which Kent led, gives us great confidence. Jerry’s operational background and 20-plus years of Texas Roadhouse experience will be key in helping the Company and Roadies move forward after such a tragic loss,” said Greg Moore, Lead Texas Roadhouse Director.

A 23-year veteran of Texas Roadhouse, Morgan has more than 35 years of restaurant management experience with Texas Roadhouse, Bennigan’s and Burger King. Morgan started his Texas Roadhouse career in 1997 as Managing Partner of the Company’s first restaurant in Texas. He earned the Company’s most prestigious award, Managing Partner of the Year, in 2001 and was promoted to Market Partner later that year. He was promoted to Regional Market Partner in 2015 and was appointed President in 2020.