Texas Roadhouse Inc
For the period ended Apr 5, 2024. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 5, 2024 · Filed Apr 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. ______________________)
| Filed by the Registrant ⌧ | |
|---|---|
| Filed by a Party other than the Registrant ◻ | |
| Check the appropriate box: | |
| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ⌧ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
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|---|---|---|
| Texas Roadhouse, Inc. | ||
| (Name of Registrant as Specified In Its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
| Payment of Filing Fee (Check the appropriate box): | ||
| ⌧ | No fee required. | |
| ◻ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title of each class of securities to which transaction applies: |
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| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| | (5) | Total fee paid: |
| ◻ | Fee paid previously with preliminary materials. | |
| ◻ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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| | (4) | Date Filed: |
April 5, 2024
To our Shareholders:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Texas Roadhouse, Inc. (the “Company”) on Thursday, May 16, 2024. The meeting will be held at the Texas Roadhouse Support Center located at 6040 Dutchmans Lane, Louisville, Kentucky at 9:00 a.m. eastern daylight time.
The official Notice of Annual Meeting, Proxy Statement, and Proxy Card are enclosed with this letter.
Please take the time to read carefully each of the proposals for shareholder action described in the accompanying proxy materials. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly completing, signing and dating your Proxy Card and returning it in the enclosed postage-paid envelope. Shareholders of record can also vote by touch-tone telephone from the United States, using the toll-free number on the Proxy Card, or by the Internet, using the instructions on the Proxy Card. If you attend the meeting, then you may revoke your proxy and vote your shares in person.
Your interest and participation in the affairs of the Company are greatly appreciated. Thank you for your continued support.
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|---|---|
| | Sincerely, |
| | |
| | Gerald L. Morgan |
| | Chief Executive Officer |
TEXAS ROADHOUSE, INC.
6040 Dutchmans Lane
Louisville, Kentucky 40205
| 2024 Annual Meeting of Shareholders (the “Annual Meeting”)of Texas Roadhouse, Inc., a Delaware corporation (the “Company”) | |
|---|---|
| Date and Time:Thursday, May 16, 20249:00 A.M. Eastern Daylight Time | Place:Texas Roadhouse Support Center6040 Dutchmans LaneLouisville, Kentucky 40205 |
| Proposals for BusinessProposal 1: To elect nine directors to the Board of Directors of the Company, each for a term of one yearProposal 2: To ratify the appointment of KPMG LLP as the Company’s independent auditors for the Company’s 2024 fiscal yearProposal 3: To hold an advisory vote on executive compensationProposal 4: To amend the Company’s Amended and Restated Certificate of Incorporation to remove references to Class B sharesProposal 5: To amend the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of our officers as permitted by Delaware lawProposal 6: To amend the Company’s Bylaws to reduce the ownership percentage required for shareholders to request a special meeting of shareholders from 50% to 25%Proposal 7: An advisory vote on a shareholder proposal regarding the issuance of a climate report and to set reduction targets by the Company, if properly presented at the Annual Meeting | Notice on VotingWhether or not you expect to be present at the Annual Meeting, please submit your vote by using one of the voting methods described in the attached materials. If you attend the Annual Meeting, then you may revoke your proxy and vote your shares in person. |
| Who Can VoteOnly shareholders of record at the close of business on March 18, 2024 are entitled to receive notice of and to vote at the Annual Meeting. | |
| Date of MailingThis Notice of the Annual Meeting and the attached Proxy Statement describing matters to be described at the Annual Meeting are being distributed or otherwise furnished to shareholders on April 5, 2024. | |
| Important Notice Regarding the Availability of Proxy Materials For the 2024 Annual Meeting of Shareholders to be Held on May 16, 2024: Our Annual Report containing our Proxy Statement relating to our 2024 Annual Meeting of Shareholders and Form 10-K for the fiscal year ended on December 26, 2023 is available on our website at www.texasroadhouse.com in the Investors Section.By Order of the Board of Directors,Christopher C. ColsonCorporate Secretary | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.