{"schema_version":"secwatch.filing_event.v1","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","sec_items":["5.03","5.07","8.01","9.01"],"event_type":"dividend","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Texas Roadhouse declares $0.61 quarterly dividend; shareholders approve governance amendments","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-062790","json":"https://secwatch.observer/filing/0001104659-24-062790.json","markdown":"https://secwatch.observer/filing/0001104659-24-062790.md","text":"https://secwatch.observer/filing/0001104659-24-062790.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/tm2414749d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T14:41:07.548605+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"598b190a3ce362904f027a2d17ac899f582b3efb","claim":"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).","evidence_excerpt":"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%","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.9},{"claim_id":"7b20b191fe3a542c24bc01b4ea8fdaf49c762fd7","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.9},{"claim_id":"3296ed47e48b382a8b9e90fb7b7fcb0a711ac912","claim":"Texas Roadhouse, Inc. shareholders approved Amendment to Bylaws to Reduce Ownership Percentage to Call a Special Meeting at the 2024-05-16 meeting.","evidence_excerpt":"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 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.99},{"claim_id":"756fd5bc996926670070de217cfebe398cfc32b5","claim":"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.","evidence_excerpt":"The selection of KPMG LLP was ratified as follows: For Against Abstain Broker Non-Votes 59,258,007 1,799,520 477,902 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.99},{"claim_id":"88d1af4a3474a7b902fd32a92547ae7964b475d9","claim":"Texas Roadhouse, Inc. shareholders approved Advisory Vote on Executive Compensation at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.99},{"claim_id":"aa6bb17d165f9b38b66d105dff54b1cdf04ccef2","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.99},{"claim_id":"b3f8e830a3d28d9532d836bde689af5417e60707","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.99},{"claim_id":"ea074c6fb399b9d7416649696bb588cd816defe9","claim":"Texas Roadhouse, Inc. shareholders approved Election of Directors at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.98},{"claim_id":"f86d693021ac8c0548401a0e5f5f7d0ec5384378","claim":"Texas Roadhouse, Inc. shareholders rejected Advisory Vote on Shareholder Proposal Regarding the Issuance of a Climate Report at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001193125-26-215164","ticker":"CNH","company_name":"CNH Industrial N.V.","filed_at":"2026-05-11T23:59:59+00:00","headline":"CNH shareholders approve $0.10 per share dividend, payable May 29, 2026","event_type":"dividend","sec_items":["5.07","7.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: shareholder_vote","same SEC item: 5.07, 9.01","same event type: dividend"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215164","json":"https://secwatch.observer/filing/0001193125-26-215164.json","markdown":"https://secwatch.observer/filing/0001193125-26-215164.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1567094/000119312526215164/0001193125-26-215164-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1567094/000119312526215164/d147276d8k.htm"},"side_by_side_evidence":{"fact_type":"shareholder_vote","source_excerpt":"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 -","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"This resolution requested shareholders to ratify the re-appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit its U.S. GAAP financial statements for the 2026 financial year. This resolution was approved with the following vote: For % Against % Votes Validly Cast Total Abstain Broker Non-Vote 1,500,983,140 99.78% 3,377,261 0.22% 1,504,360,401 439,860 N/A","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312526215164/0001193125-26-215164-index.htm"}},{"accession":"0001682852-26-000101","ticker":"MRNA","company_name":"Moderna, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change, shareholder_vote","same SEC item: 5.03, 5.07, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001682852-26-000101","json":"https://secwatch.observer/filing/0001682852-26-000101.json","markdown":"https://secwatch.observer/filing/0001682852-26-000101.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/mrna-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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%","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm"}},{"accession":"0001193125-26-214945","ticker":"MAN","company_name":"ManpowerGroup Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause","event_type":"other_material","sec_items":["5.02","5.03","5.07","8.01","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 8.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214945","json":"https://secwatch.observer/filing/0001193125-26-214945.json","markdown":"https://secwatch.observer/filing/0001193125-26-214945.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/man-20260508.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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%","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm"}},{"accession":"0001065696-26-000036","ticker":"LKQ","company_name":"LKQ CORP","filed_at":"2026-05-08T23:59:59+00:00","headline":"LKQ stockholders approve 25% special meeting right; all director nominees elected","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001065696-26-000036","json":"https://secwatch.observer/filing/0001065696-26-000036.json","markdown":"https://secwatch.observer/filing/0001065696-26-000036.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/lkq-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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%","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm"}},{"accession":"0001140361-26-020041","ticker":"ENTG","company_name":"ENTEGRIS INC","filed_at":"2026-05-08T23:59:59+00:00","headline":"Entegris shareholders eliminate supermajority voting; all directors elected","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020041","json":"https://secwatch.observer/filing/0001140361-26-020041.json","markdown":"https://secwatch.observer/filing/0001140361-26-020041.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/ef20072733_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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%","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-index.htm"}},{"accession":"0001104659-26-057271","ticker":"TCMD","company_name":"TACTILE SYSTEMS TECHNOLOGY INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Tactile Systems shareholders approve director removal amendment, re-elect all directors","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057271","json":"https://secwatch.observer/filing/0001104659-26-057271.json","markdown":"https://secwatch.observer/filing/0001104659-26-057271.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/tm2613832d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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%","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm"}},{"accession":"0001193125-26-212148","ticker":"BRK-B","company_name":"BERKSHIRE HATHAWAY INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Berkshire Hathaway discloses CFO succession, annual meeting results","event_type":"leadership","sec_items":["2.02","5.02","5.03","5.07","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-212148","json":"https://secwatch.observer/filing/0001193125-26-212148.json","markdown":"https://secwatch.observer/filing/0001193125-26-212148.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067983/000119312526212148/0001193125-26-212148-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1067983/000119312526212148/d74313d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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%","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"On May 3, 2026, the Board of Directors of Berkshire (the “Board”) voted to amend and restate Berkshire’s By-Laws effective immediately.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067983/000119312526212148/0001193125-26-212148-index.htm"}},{"accession":"0001767042-26-000037","ticker":"KGS","company_name":"Kodiak Gas Services, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Kodiak shareholders approve board declassification and supermajority removal","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001767042-26-000037","json":"https://secwatch.observer/filing/0001767042-26-000037.json","markdown":"https://secwatch.observer/filing/0001767042-26-000037.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/kgs-20260507.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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%","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1289460/000110465924062790/0001104659-24-062790-index.htm","comparable_excerpt":"At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kodiak Gas Services, Inc. (the “Company”) held on May 7, 2026, the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) phase in declassification of the Board of Directors (the “Board”) and (ii) eliminate certain supermajority voting requirements and other obsolete provisions.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}