The Cheesecake Factory Incorporated Announces Annual Meeting of Stockholders

TL;DR

<b>The Cheesecake Factory Incorporated is holding its 2024 annual meeting of stockholders virtually on May 30, 2024.</b>

AI Summary

CHEESECAKE FACTORY INC (CAKE) filed a Proxy Statement (DEF 14A) with the SEC on April 18, 2024. The Cheesecake Factory Incorporated will hold its annual meeting of stockholders virtually on Thursday, May 30, 2024, at 10:00 a.m. Pacific Daylight Time. Stockholders can attend the meeting online at www.virtualshareholdermeeting.com/CAKE2024 using a 16-digit control number. The company is providing access to proxy materials over the Internet to reduce costs and environmental impact. Stockholders can request a printed set of proxy materials if they have not opted out of electronic delivery. All proxy materials are accessible online at www.proxyvote.com.

Why It Matters

For investors and stakeholders tracking CHEESECAKE FACTORY INC, this filing contains several important signals. This virtual format allows for broader accessibility and cost savings for the company in distributing proxy materials. The meeting will cover key corporate governance matters and allow stockholders to vote on important proposals.

Risk Assessment

Risk Level: — CHEESECAKE FACTORY INC shows moderate risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational disclosures that would indicate significant risk.

Analyst Insight

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to inform voting decisions.

Key Numbers

• May 30, 2024 — Annual Meeting Date (The date of the annual meeting of stockholders.)
• 10:00 a.m. Pacific Daylight Time — Annual Meeting Time (The time of the annual meeting of stockholders.)

Key Players & Entities

• The Cheesecake Factory Incorporated (company) — Registrant
• SEC (regulator) — Securities and Exchange Commission
• May 30, 2024 (date) — Annual Meeting date
• www.virtualshareholdermeeting.com/CAKE2024 (url) — Virtual meeting access link
• www.proxyvote.com (url) — Proxy materials access link

FAQ

Industry Context

The Cheesecake Factory Incorporated operates casual dining restaurants. This filing is a standard proxy statement related to its annual shareholder meeting.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Access the virtual meeting link provided to attend the annual meeting.
2. Review the proxy materials available at www.proxyvote.com to understand the proposals and director nominees.
3. Vote your shares using the control number provided on the proxy card.

Key Dates

• 2024-05-30: Annual Meeting of Stockholders — Key date for stockholder participation and voting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine proxy statement for an upcoming annual meeting. No prior filing of this type is referenced in the provided text.

Filing Documents

• tm242666d5_def14a.htm (DEF 14A) — 2234KB
• bc_cetrgt-bw.jpg (GRAPHIC) — 60KB
• bc_diagetenureindep-bw.jpg (GRAPHIC) — 75KB
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• lc_adjusted-bw.jpg (GRAPHIC) — 175KB
• lc_netincome-bw.jpg (GRAPHIC) — 180KB
• lc_return-4c.jpg (GRAPHIC) — 74KB
• lg_cheesecake-bw.jpg (GRAPHIC) — 16KB
• pc_ceoneo-bw.jpg (GRAPHIC) — 40KB
• pc_diversity-bw.jpg (GRAPHIC) — 25KB
• px_24cakeproxy01pg01-bw.jpg (GRAPHIC) — 247KB
• px_24cakeproxy01pg02-4c.jpg (GRAPHIC) — 195KB
• tb_boarddiv-bw.jpg (GRAPHIC) — 45KB
• tb_directorexp-bw.jpg (GRAPHIC) — 65KB
• tb_incentiveplan-bw.jpg (GRAPHIC) — 99KB
• 0001104659-24-048855.txt (&nbsp;) — 6682KB
• cake-20240102.xsd (EX-101.SCH) — 8KB
• cake-20240102_def.xml (EX-101.DEF) — 6KB
• cake-20240102_lab.xml (EX-101.LAB) — 27KB
• cake-20240102_pre.xml (EX-101.PRE) — 5KB
• tm242666d5_def14a_htm.xml (XML) — 308KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain information included in this Proxy Statement, including the sections entitled "Corporate Social Responsibility" (also referred to as "CSR") and "Compensation Discussion and Analysis" (also referred to as "CD&A") set forth below, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"), as amended. These statements include, without limitation, statements regarding CSR in this Proxy Statement and in our CSR report and regarding our compensation philosophy and our compensation program. These forward-looking statements may be affected by various factors including: economic, public health and political conditions that impact consumer confidence and spending, including rising interest rates, periods of heightened inflation and market instability, and armed conflicts; supply chain disruptions; demonstrations, political unrest, potential damage to or closure of our restaurants and potential reputational damage to us or any of our brands; pandemics and related containment measures, including the potential for quarantines or restriction on in-person dining; acceptance and success of The Cheesecake Factory in international markets; acceptance and success of North Italia, Flower Child and other Fox Restaurant Concepts ("FRC") concepts; the risks of doing business abroad through Company-owned restaurants and/or licensees; foreign exchange rates, tariffs and cross border taxation; changes in unemployment rates; increases in minimum wages and benefit costs; the economic health of our landlords and other tenants in retail centers in which our restaurants are located, and our ability to successfully manage our lease arrangements with landlords; the economic health of suppliers, licensees, vendors and other third parties providing goods or services to

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS i NON-GAAP FINANCIAL MEASURES i OUR MISSION, VISION AND VALUES 1 PROPOSAL ONE 2 Election of Directors 2 Nominees 2 Required Vote 8 THE BOARD AND CORPORATE GOVERNANCE 9 Director Nominations Process 9 Minimum Qualifications 9 Criteria for Evaluating Candidates; Diversity 9 Stockholder Recommendations to the Governance Committee for Nomination of Directors 10 Evaluation of Candidates 10 Future Revisions to the Nominations Policy 11 General Nomination Right of All Stockholders 11 Qualifications of Current Directors and Director Nominees 11 Our Board of Director Nominees 11 General 12 Director Independence 12 Board Leadership Structure and Lead Director 12 Role of the Board in Risk Oversight 12 Meeting Attendance 13 Committees of the Board of Directors 13 Audit Committee 13 Compensation Committee 14 Governance Committee 15 Committee Charters 15 Designation of Audit Committee Financial Experts 15 Corporate Governance Principles and Guidelines; Corporate Governance Materials Available on Our Website 15 Stockholder Engagement 16 Stockholder Communications with the Board 16 Corporate Social Responsibility 16 People and Communities 16 Our Environment 16 Compensation Committee Interlocks and Insider Participation 17 Director Compensation 17 Indemnification of Officers and Directors 19 Policies Regarding Review, Approval or Ratification of Transactions with Related Persons 19 Policies Regarding Hedging, Short Sales, Publicly Traded Derivatives, Margin Accounts and Pledges 20 PROPOSAL TWO 21 Approval and Adoption of the Restated Certificate of Incorporation of The Cheesecake Factory Incorporated to Provide for the Exculpation of Officers as Permitted by the DGCL 21 Required Vote 21 ii TABLE OF CONTENTS PROPOSAL THREE 22 Ratification of Selection of Independent Registered Public Ac

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 Compensation Discussion and Analysis 26 Executive Summary 26 Financial Highlights 26 Strategic and Operational Highlights 26 2023 Annual Incentives/2021-2023 Long-Term Incentive Plan Outcomes 27 2023 Compensation Program Changes and Other Pay Actions 28 Emphasis on Performance-Based Compensation and Pay Delivery 29 Alignment of Company Performance and Pay Delivery 30 2023 "Say-on-Pay" Advisory Vote on Executive Compensation 31 Alignment with Stockholder Interests 31 Overview of Compensation Program 32 Compensation Philosophy 32 Elements of Compensation Program 32 Factors Considered in Making Compensation Decisions 34 Market Positioning 34 2023 Executive Compensation Peer Group 35 Principal Elements of Compensation 35 Base Salary 35 Annual Cash Performance Incentive Compensation 35 Fiscal 2023 Performance Incentive Plan Design 36 Fiscal 2023 Performance Achievement 38 2024 Performance Incentive Plan 40 Long-Term Equity-Based Compensation 40 Equity Grants in 2023 40 Non-qualified Stock Options 40 Time-Based Restricted Stock Awards 41 Performance-Based Restricted Stock 41 Attainment of 2021 Grant Performance Condition 42 Retirement Plans 42 Non-qualified Deferred Compensation Plan 42 Pension Benefits 42 Other Benefits and Perquisites 42 Potential Benefits Upon Termination and Change in Control 43 Oversight of Named Executive Officer Compensation 43 Compensation Committee 43 Role of Outside Consultants 43 iii TABLE OF CONTENTS Role of CEO in Compensation Decisions 44 Compensation of our CEO 44 Governance Considerations 44 Risk Considerations 44 Clawback Policy; Forfeitures 44 Stock Ownership Requirements 45 Other Considerations 45 Impact of Accounting and Tax Treatments on Compensation 45 COMPENSATION COMMITTEE REPORT 47 COMPENSATION OF NAMED EXECUTIVE OFFICERS