--- schema_version: "secwatch.filing_event.v1" accession: "0001524931-23-000063" form_type: "8-K" ticker: null cik: "0001524931" company_name: "CHUY'S HOLDINGS, INC." filed_at: "2023-07-28T23:59:59+00:00" generated_at: "2026-06-12T22:59:54.767269+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Chuy's stockholders approve 2023 ESPP, charter/bylaw amendments at annual meeting ## Summary - Directors Steve Hislop, Jon Howie, Jody Bilney elected for terms expiring 2026. - 2023 Employee Stock Purchase Plan approved (16.3M for, 12.7K against); allows payroll-deduction stock purchases at 85%+ discount. - Charter amendment to eliminate officer personal liability for fiduciary duty breaches approved (13.7M for). - Bylaw amendment adding exclusive forum provision approved (13.6M for). - Advisory say-on-pay (15.8M for) and ratification of RSM US LLP as auditor (16.8M for) passed. ## SEC filing metadata - accession: 0001524931-23-000063 - form_type: 8-K - cik: 0001524931 - company_name: CHUY'S HOLDINGS, INC. - filed_at: 2023-07-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/chuy-20230727.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001524931-23-000063 - JSON: https://secwatch.observer/filing/0001524931-23-000063.json - Plain text: https://secwatch.observer/filing/0001524931-23-000063.txt ## Key facts - Governance Changes CHUY'S HOLDINGS, INC.: Amendment to add an exclusive forum provision (effective 2023-07-27). - Change: bylaw amendment - Effective: 2023-07-27 source text: an amendment to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”) to add an exclusive forum provision evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Governance Changes CHUY'S HOLDINGS, INC.: Amended and Restated Bylaws enhancing disclosure and procedural requirements for stockholder nominations (effective 2023-07-27). - Change: bylaw amendment - Effective: 2023-07-27 source text: the Board of Directors of the Company amended and restated the Company’s Bylaws (the “Amended and Restated Bylaws”) evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Governance Changes CHUY'S HOLDINGS, INC.: Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (effective 2023-07-27). - Change: charter amendment - Effective: 2023-07-27 source text: an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Shareholder Votes CHUY'S HOLDINGS, INC. shareholders approved Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer. at the 2023-07-27 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-27 source text: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer. The amendment was approved. Votes For Votes Against Abstentions Broker Non-Votes 13,727,416 2,539,316 8,437 555,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Shareholder Votes CHUY'S HOLDINGS, INC. shareholders approved Approval of the Company's 2023 Employee Stock Purchase Plan. at the 2023-07-27 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-07-27 source text: Approval of the Company's 2023 Employee Stock Purchase Plan. The plan was approved. Votes For Votes Against Abstentions Broker Non-Votes 16,260,780 12,690 1,699 555,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Shareholder Votes CHUY'S HOLDINGS, INC. shareholders approved Election of directors at the 2023-07-27 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-27 source text: The following directors were elected for terms expiring at the 2026 annual meeting of stockholders: Votes For Votes Withheld Broker Non-Votes Steve Hislop 15,337,991 937,178 555,714 Jon Howie 13,206,687 3,068,482 555,714 Jody Bilney 12,104,636 4,170,533 555,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Shareholder Votes CHUY'S HOLDINGS, INC. shareholders approved Approval of an amendment to the Company's Amended and Restated Bylaws to add an exclusive forum provision. at the 2023-07-27 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-27 source text: Approval of an amendment to the Company's Amended and Restated Bylaws to add an exclusive forum provision. The amendment was approved. Votes For Votes Against Abstentions Broker Non-Votes 13,575,341 2,698,675 1,153 555,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Shareholder Votes CHUY'S HOLDINGS, INC. shareholders approved Ratification of appointment of RSM US LLP as the Company's independent registered public accounting firm for 2023. at the 2023-07-27 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-27 source text: Ratification of appointment of RSM US LLP as the Company's independent registered public accounting firm for 2023 . The appointment was ratified. Votes For Votes Against Abstentions 16,772,832 57,330 721 evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm - Shareholder Votes CHUY'S HOLDINGS, INC. shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers. at the 2023-07-27 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-27 source text: Approval, on an advisory basis, of the compensation of the Company's named executive officers. The compensation of the Company's named executive officers was approved. Votes For Votes Against Abstentions Broker Non-Votes 15,844,016 428,760 2,393 555,714 evidence_url: https://www.sec.gov/Archives/edgar/data/1524931/000152493123000063/0001524931-23-000063-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.