Current Report Filing (8-k)
May 15 2020 - 4:02PM
Edgar (US Regulatory)
0001289460
false
0001289460
2020-05-13
2020-05-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
May 14, 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 5.07.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On May 14, 2020, the Company held its
Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:
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A.
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Election of directors.
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The nominees for the Company’s Board of Directors
were elected as follows:
Name
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For
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Withheld
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Abstain
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Broker Non-Votes
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Gregory N. Moore
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55,274,854
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1,426,751
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-
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6,501,662
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W. Kent Taylor
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55,851,737
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849,868
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-
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6,501,662
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Curtis A. Warfield
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55,851,595
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850,010
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-
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6,501,662
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Kathleen M. Widmer
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55,973,080
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728,525
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-
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6,501,662
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James R. Zarley
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55,272,617
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1,428,988
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-
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6,501,662
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B. Ratification of the audit
committee’s selection of KPMG LLP as the Company’s independent auditors for the fiscal year 2020.
The selection of KPMG LLP was ratified
as follows:
For
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Against
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Abstain
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Broker Non-Votes
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62,309,672
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754,196
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139,399
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-
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C. Advisory Vote on Executive Compensation.
The compensation of the named executive
officers was approved, on an advisory basis, as follows:
For
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Against
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Abstain
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Broker Non-Votes
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55,821,449
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732,623
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147,533
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6,501,662
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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: May 15, 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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