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 23, 2019
TEXAS ROADHOUSE, INC.
(Exact name of registrant as specified in its charter)
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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) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Securities registered pursuant to Section 12(b) of the Act:
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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 |
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 23, 2019, the Company held its Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:
A. Election of directors.
The nominees for the Company’s Board of Directors were elected as follows:
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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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53,261,648 |
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6,572,359 |
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— |
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7,164,152 |
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W. Kent Taylor |
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59,258,854 |
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575,153 |
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— |
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7,164,152 |
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Curtis A. Warfield |
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59,513,593 |
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320,414 |
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— |
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7,164,152 |
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Kathleen M. Widmer |
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53,833,006 |
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6,001,001 |
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— |
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7,164,152 |
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James R. Zarley |
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52,297,554 |
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7,536,453 |
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— |
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7,164,152 |
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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 2019.
The selection of KPMG LLP was ratified as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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65,845,197 |
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1,100,376 |
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52,586 |
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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:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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48,803,922 |
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10,787,962 |
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242,123 |
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7,164,152 |
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ITEM 8.01. OTHER EVENTS
On May 24, 2019, the Company announced its second quarter 2019 cash dividend. The public announcement was made by means of a news release, the text of which is set forth at Exhibit 99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
99.1 Press Release issued by the company on May 24, 2019.
The information in this Current Report on Form 8-K at Item 2.02 and the Exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
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 24, 2019 |
By: |
/s/ Tonya R. Robinson |
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Tonya R. Robinson |
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Chief Financial Officer |
Texas Roadhouse, Inc. Announces Quarterly Dividend
LOUISVILLE, Ky (May 24, 2019) — On May 23, 2019, Texas Roadhouse, Inc.’s (Nasdaq: TXRH) Board of Directors authorized the payment of a cash dividend of $0.30 per share of common stock. This payment will be distributed on June 28, 2019, to shareholders of record at the close of business on June 12, 2019.
About the Company
Texas Roadhouse is a casual dining concept that first opened in 1993 and today has grown to over 590 restaurants system-wide in 49 states and ten foreign countries. For more information, please visit the Company’s Web site at www.texasroadhouse.com.
Forward-looking Statements
Certain statements in this release that are not historical facts, including, without limitation, those relating to our anticipated financial performance, are forward-looking statements that involve risks and uncertainties. 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, the actual number of restaurants opening; the sales at these and our other company and franchise restaurants; changes in restaurant development or operating costs, such as food and labor; our ability to acquire franchise restaurants; our ability to integrate the franchise restaurants we acquire or other concepts we develop; our ability to continue to generate the necessary cash flows to fund our new restaurant growth, continue our share repurchase program and pay a quarterly cash dividend; strength of consumer spending; pending or future legal claims; breaches of security; 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; acts of war or terrorism and other factors disclosed from time to time in our filings with the U.S. 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.
Contacts:
Investor Relations
Tonya Robinson
502-515-7269
Media
Travis Doster
502-638-5457