Texas Roadhouse Files 8-K with Corporate Updates

TL;DR

TXRH filed an 8-K on May 16th, reporting corporate updates and financial exhibits.

AI Summary

Texas Roadhouse, Inc. filed an 8-K on May 17, 2024, reporting events as of May 16, 2024. The filing indicates changes to bylaws, submission of matters to security holders, and other events, along with financial statements and exhibits. The company is incorporated in Delaware and headquartered in Louisville, KY.

Why It Matters

This filing provides updates on corporate governance and operational matters for Texas Roadhouse, Inc., which could impact investor understanding of the company's structure and recent activities.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting corporate events and does not appear to contain significant negative news.

Key Players & Entities

• Texas Roadhouse, Inc. (company) — Registrant
• May 16, 2024 (date) — Date of earliest event reported
• May 17, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Louisville, KY (location) — Principal executive offices
• 6040 Dutchmans Lane (address) — Business address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TXRH Nasdaq Global Select M

Filing Documents

• tm2414749d1_8k.htm (8-K) — 57KB
• tm2414749d1_ex3-1.htm (EX-3.1) — 14KB
• tm2414749d1_ex3-2.htm (EX-3.2) — 25KB
• tm2414749d1_ex3-3.htm (EX-3.3) — 98KB
• tm2414749d1_ex99-1.htm (EX-99.1) — 5KB
• 0001104659-24-062790.txt ( ) — 410KB
• txrh-20240516.xsd (EX-101.SCH) — 3KB
• txrh-20240516_lab.xml (EX-101.LAB) — 33KB
• txrh-20240516_pre.xml (EX-101.PRE) — 22KB
• tm2414749d1_8k_htm.xml (XML) — 4KB

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) On May 16, 2024, as described below, upon the recommendation of the Board of Directors of Texas Roadhouse, Inc., a Delaware corporation (the " Company "), the Company's shareholders approved amendments to the Company's Amended and Restated Certificate of Incorporation to (i) provide for the exculpation of certain of the Company's officers from liability in specific circumstances as permitted by Delaware law and (ii) remove any and all references to shares of $0.001 par value Class B Common Stock (together, the " Amendments "), as further described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2024. The Amendments became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company on May 16, 2024 (the " Certificate of Amendment "). Subsequently, the Company also filed a Restated Certificate of Incorporation of the Company (the " Restated Certificate ") integrating the Amendments. The foregoing descriptions of the Amendments and the Restated Certificate are qualified in their entirety by reference to the full text of the Certificate of Amendment and Restated Certificate, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. On May 16, 2024, as described below, upon the recommendation of the Board of Directors of the Company, the Company's shareholders approved an amendment to the Company's Bylaws to reduce the ownership percentage required for shareholders to request a special meeting of shareholders from 50% to 25%. The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, as amended, which is filed herewith as Exhibit 3.3 and incorporated by reference herein.

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Item 5.07. Submission of Matters to a Vote of Security Holders. On May 16, 2024, 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 For Withheld Abstain Broker Non-Votes Jane Grote Abell 55,123,253 1,201,547 - 5,210,629 Michael A. Crawford 53,219,014 3,105,786 - 5,210,629 Donna E. Epps 54,550,382 1,774,418 - 5,210,629 Wayne L. Jones 54,964,037 1,360,763 - 5,210,629 Gregory N. Moore 50,724,488 5,600,312 5,210,629 Gerald L. Morgan 54,704,991 1,619,809 - 5,210,629 Curtis A. Warfield 54,541,451 1,783,349 - 5,210,629 Kathleen M. Widmer 52,699,424 3,625,376 - 5,210,629 James R. Zarley 53,800,984 2,523,816 - 5,210,629 B. Ratification of the audit committee's selection of KPMG LLP as the Company's independent auditors for fiscal year 2024. The selection of KPMG LLP was ratified as follows: For Against Abstain Broker Non-Votes 59,258,007 1,799,520 477,902 - 2 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 34,118,028 22,070,248 136,524 5,210,629 D. Amendment to Amended and Restated Certificate of Incorporation to Remove References to Class B Shares. The proposal to amend the Company's Amended and Restated Certificate of Incorporation to remove all references to Class B shares was approved as follows: For Against Abstain Broker Non-Votes 55,798,822 30,449 495,529 5,210,629 E. Amendment to Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers. The proposal to amend the Company's Amended and Restated Certificate of Incorporation to provide for an exculpation of officers as permitted by Delaware law was approved as follows: For

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Item 8.01. Other Events. On May 16, 2024, the Company's Board of Directors approved the second quarter 2024 cash dividend. The public announcement of the dividend was made by means of a press release, the text of which is set forth on Exhibit 99.1 hereto. 3

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Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits (d)Exhibits 3.1 Second Amendment to the Amended and Restated Certificate of Incorporation of Texas Roadhouse, Inc. dated as of May 16, 2024 3.2 Restated Certification of Incorporation for Texas Roadhouse, Inc. dated as of May 16, 2024 3.3 Amended and Restated Bylaws for Texas Roadhouse, Inc. dated as of May 16, 2024 99.1 Press Release issued by the Company on May 17, 2024 104 Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. TEXAS ROADHOUSE, INC. Date: May 17, 2024 By: /s/ D. Christopher Monroe D. Christopher Monroe Chief Financial Officer 5