Current Report Filing (8-k)
March 25 2020 - 7:09AM
Edgar (US Regulatory)
0001289460
false
0001289460
2020-03-23
2020-03-24
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) March 24, 2020
TEXAS ROADHOUSE, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-50972
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20-1083890
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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6040 Dutchmans Lane, Louisville, KY
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40205
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code (502) 426-9984
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):
¨
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each Class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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TXRH
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Nasdaq Global Select Market
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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.
¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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(e) On
March 24, 2020, Texas Roadhouse Management Corp. and W. Kent Taylor, Chairman, Chief Executive Officer and President of Texas
Roadhouse, Inc. (the “Company”), entered into that certain First Amendment to 2018 Employment Agreement (the
“First Amendment”). Pursuant to the First Amendment, Mr. Taylor has elected to forgo his base salary and
incentive bonus from the pay period beginning March 18, 2020 and continuing through January 7, 2021. The additional
funds will be made available to assist front-line hourly restaurant employees.
The foregoing description of the First Amendment
is qualified in its entirety by reference to the First Amendment, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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On March 24, 2020, the Board of Directors
of the Company voted to suspend the payment of quarterly cash dividends of the Company’s common stock, effective with respect
to dividends occurring after March 27, 2020, to better manage its cash position and enhance financial flexibility in light of the
uncertainty in the global markets resulting from the COVID-19 outbreak.
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Item 9.01
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Financial Statements and Exhibits
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INDEX TO EXHIBITS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TEXAS ROADHOUSE, INC.
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Date: March 25, 2020
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By:
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/s/ Tonya Robinson
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Tonya Robinson
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Chief Financial Officer
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