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.

Quarterly cash dividend of $0.61 per share; payable June 25, 2024 to record holders June 12, 2024.
Shareholders approved charter amendments to exculpate officers under Delaware law and remove Class B stock references.
Bylaws amended to reduce special meeting ownership threshold from 50% to 25%.
Advisory vote on executive compensation passed; shareholder climate report proposal was defeated.

item 5.03 item 5.07 item 8.01 item 9.01

Machine-readable event card

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accession: 0001104659-24-062790
form_type: 8-K
ticker: TXRH
cik: 0001289460
company_name: Texas Roadhouse, Inc.
filed_at: 2024-05-17T23:59:59+00:00
discovered_at: 2026-05-14T18:03:17.736379+00:00
generated_at: 2026-06-01T14:41:07.548605+00:00
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event_type: dividend
sentiment: neutral
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Source-grounded claims

598b190a3ce362904f027a2d17ac899f582b3efb

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).

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%

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

7b20b191fe3a542c24bc01b4ea8fdaf49c762fd7

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).

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

3296ed47e48b382a8b9e90fb7b7fcb0a711ac912

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

756fd5bc996926670070de217cfebe398cfc32b5

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.

The selection of KPMG LLP was ratified as follows: For Against Abstain Broker Non-Votes 59,258,007 1,799,520 477,902 -

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

88d1af4a3474a7b902fd32a92547ae7964b475d9

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

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

aa6bb17d165f9b38b66d105dff54b1cdf04ccef2

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.

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

b3f8e830a3d28d9532d836bde689af5417e60707

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.

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

ea074c6fb399b9d7416649696bb588cd816defe9

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

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

SEC 8-K Item 5.07 confidence 0.98 SEC evidence

f86d693021ac8c0548401a0e5f5f7d0ec5384378

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

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

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This 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 -

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This 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%

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

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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%

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

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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%

Comparable filing

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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%

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on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

Filing page SEC filing

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Berkshire Hathaway discloses CFO succession, annual meeting results

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This 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%

Comparable filing

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Filing page SEC filing

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