secwatch / observer
8-K filed May 17, 2024, 7:59 PM ET ticker TXRH CIK 0001289460
dividend confidence high sentiment neutral materiality 0.30

Texas Roadhouse declares $0.61 quarterly dividend; shareholders approve governance amendments

Texas Roadhouse, Inc.

item 5.03item 5.07item 8.01item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Texas Roadhouse, Inc.: Shareholders approved an amendment to the Bylaws to reduce the ownership percentage required to call a special meeting from 50% to 25% (effective 2024-05-16).

Change
bylaw amendment
Effective
2024-05-16
Exact text from the filing
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%
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Texas Roadhouse, Inc.: Shareholders approved amendments to the Certificate of Incorporation to provide for officer exculpation and remove references to Class B shares (effective 2024-05-16).

Change
charter amendment
Effective
2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Texas Roadhouse, Inc. shareholders approved Amendment to Bylaws to Reduce Ownership Percentage to Call a Special Meeting at the 2024-05-16 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-05-16
Exact text from the filing
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 -
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Texas Roadhouse, Inc. shareholders approved Ratification of the audit committee’s selection of KPMG LLP as the Company’s independent auditors for fiscal year 2024 at the 2024-05-16 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2024-05-16
Exact text from the filing
The selection of KPMG LLP was ratified as follows: For Against Abstain Broker Non-Votes 59,258,007 1,799,520 477,902 -
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Texas Roadhouse, Inc. shareholders approved Advisory Vote on Executive Compensation at the 2024-05-16 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Texas Roadhouse, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers at the 2024-05-16 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Texas Roadhouse, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to Remove References to Class B Shares at the 2024-05-16 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

Texas Roadhouse, Inc. shareholders approved Election of Directors at the 2024-05-16 meeting.

Proposal
director election
Outcome
passed
Meeting
2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Texas Roadhouse, Inc. shareholders rejected Advisory Vote on Shareholder Proposal Regarding the Issuance of a Climate Report at the 2024-05-16 meeting.

Proposal
say on pay
Outcome
failed
Meeting
2024-05-16
Exact text from the filing
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
View on SEC.gov

Browse all governance changes →

Texas Roadhouse, Inc. filing history →

Source: SEC EDGAR
accession 0001104659-24-062790
view filing index on sec.gov
view primary document
Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.