Texas Roadhouse Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading
Symbol(s) |
Name of each exchange on which registered |
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 5.03. | 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.
| 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 | Against | Abstain | Broker Non-Votes | |||||||
| 46,230,841 | 9,593,697 | 500,262 | 5,210,629 |
| F. | Amendment to Bylaws to Reduce Ownership Percentage to Call a Special Meeting. |
The proposal to amend the Company’s Bylaws to reduce the ownership percentage required for shareholders to call a special meeting from 50% to 25% was approved as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 60,785,478 | 149,275 | 600,676 | - |
| G. | Advisory Vote on 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 | Abstain | Broker Non-Votes | |||||||
| 15,600,535 | 40,204,416 | 519,849 | 5,210,629 |
| 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
| Item 9.01. | 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