Current Report Filing (8-k)
April 09 2020 - 4:06PM
Edgar (US Regulatory)
0001289460
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0001289460
2020-04-05
2020-04-06
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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) April 6, 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.
¨
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
April 6, 2020, Texas Roadhouse Management Corp. entered into a First Amendment to the 2018 Employment Agreement
(collectively, the “First Amendments”) with each of Doug Thompson, Chief Operating Officer of the Company, S.
Chris Jacobsen, Chief Marketing Officer of the Company, and Tonya Robinson, Chief Financial Officer of the Company. Pursuant
to the respective First Amendments, Mr. Thompson has elected to forgo (i) his base salary in excess of the amount necessary
to cover his required contributions to his employment benefits and related payroll taxes and (ii) his incentive bonus from
the pay period beginning April 1, 2020 and continuing through January 7, 2021, while Mr. Jacobsen and Ms. Robinson each have
elected to forgo (i) their respective base salary in excess of the amount necessary to cover their required contributions to
his or her employment benefits and related payroll taxes for the second quarter and (ii) their respective incentive bonus
from the pay period beginning April 1, 2020 and continuing through January 7, 2021. The additional funds will be made
available for a second round of supplemental pay to front-line hourly restaurant employees.
The foregoing description of the First Amendments
is qualified in its entirety by reference to the First Amendments, copies of which are attached as Exhibits 10.1, 10.2 and
10.3 to this Current Report on Form 8-K and incorporated herein by reference.
On
April 6, 2020, the Board of Directors (the “Board”) of the Company determined that the current non-employee
directors of the Board will be forgoing one hundred percent (100%) of their cash compensation relating to their respective service
on the Board and any Board committees for the period commencing April 1, 2020 and continuing thereafter for the remainder of the
2020 fiscal year.
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Item 9.01
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Financial Statements and Exhibits
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Forward-looking Statements
This
Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to
the potential impact of the COVID-19 outbreak and other non-historical statements. Such statements are based upon the current
beliefs and expectations of the management of Texas Roadhouse. Actual results may vary materially from those contained in forward-looking
statements based on a number of factors including, without limitation, conditions beyond our control such as weather, natural disasters,
disease outbreaks, epidemics or pandemics impacting our customers or food supplies; food safety and food-borne illness concerns;
and other factors disclosed from time to time in our filings with the U.S. Securities and Exchange Commission. Accordingly,
there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in
these statements. These factors include but are not limited to those described under “Part I—Item 1A. Risk Factors”
of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and
in our other filings with the Securities and Exchange Commission. Investors should take such risks into account when making
investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. We undertake no obligation to update any forward-looking statements, except
as required by applicable law.
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: April 9, 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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