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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) February 28, 2024
TEXAS
ROADHOUSE, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
000-50972 |
|
20-1083890 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 6040
Dutchmans Lane, Louisville,
KY |
|
40205 |
| (Address
of principal executive offices) |
|
(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 (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 |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
TXRH |
Nasdaq
Global Select Market |
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. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On
February 28, 2024, the Board of Directors (the “Board”) of Texas Roadhouse, Inc., a Delaware corporation
(the “Company”), authorized an increase in the number of directors, which constitute the entire Board, from
eight to nine. On February 28, 2024 and following the increase in the size of the Board, the Board appointed Jane Grote Abell
to fill the vacancy. Ms. Abell will not initially serve on any of the Board’s committees.
Ms. Abell, age 57, was
appointed as an independent director because of her executive and board experience as well as her extensive knowledge of the restaurant
industry where she has over 30 years of experience in the industry. Ms. Abell is a founding family member, Executive Chairwoman of
the Board of Directors, and Chief Purpose Officer for Donatos Pizza and Jane’s Dough Premium Foods, all positions she has held since
2010. At Donatos, Ms. Abell previously held the title of Chief Operations Officer, Chief People Officer, and President. She also
previously served as Senior Vice President of Business Development for Donatos where she led growth for franchising and development during
the period of time in which Donatos was owned by the McDonald’s Corporation.
Ms. Abell will be compensated in accordance with the Company’s
previously adopted non-employee director compensation schedule. In connection with her appointment, on February 29, 2024, the Compensation
Committee granted Ms. Abell 1,300 restricted stock units, all of which will vest on January 8, 2025 provided she continues to serve
on such date.
Except as otherwise disclosed
herein, there are no transactions between the Company and Ms. Abell requiring disclosure under this Item 5.02.
(e) On
February 28, 2024 and in order to align with the target percentage parameters used by management of the Corporation for compensation
adjustments for support center employees during the Corporation’s annual review process, the Compensation Committee exercised its
discretion to increase certain elements of the respective compensation for each of Jerry Morgan, Gina Tobin, Chris Monroe, Chris Colson,
Hernan Mujica, and Travis Doster. In furtherance of the foregoing and effective as of January 24, 2024, (i) the annual base
salary for Mr. Morgan increased to $1,300,000, (ii) the annual base salary for Ms. Tobin increased to $700,000, and (iii) the
annual base salary for each of Messrs. Monroe, Colson, Mujica and Doster increased to $550,000. In addition, the target incentive
bonus for the following executive officers relating to their respective 2024 fiscal year service were increased in the following manner:
(A) Mr. Morgan’s target incentive bonus was increased to $1,300,000, (B) Ms. Tobin’s target incentive
bonus was increased to $700,000, and (C) the target incentive bonus for each of each of Messrs. Monroe, Colson, Mujica and Doster
was increased to $425,000. Unless otherwise set forth herein, the cash and/or equity compensation for the respective executive officers
remained unchanged.
Item 9.01. Financial Statements and 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.
| |
TEXAS ROADHOUSE, INC. |
| |
|
|
| Date: March 1, 2024 |
By: |
/s/ Gerald L. Morgan |
| |
|
Gerald L. Morgan |
| |
|
Chief Executive Officer |
