SEC EDGAR · 8-K
8-K – 2026-05-22 – txrh-20260521x8k.htm
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TEXAS ROADHOUSE, INC._May 21, 2026 0001289460 false 0001289460 2026-05-21 2026-05-21 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 21, 2026 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 21, 2026, Texas Roadhouse, Inc., a Delaware corporation (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: Name For Withheld Abstain Broker Non-Votes Jane Grote Abell 55,594,664 347,564 27,247 4,624,954 Hugh J. Carroll 55,690,485 251,638 27,352 4,624,954 Michael A. Crawford 55,358,029 583,796 27,650 4,624,954 Donna E. Epps 55,363,182 481,483 124,810 4,624,954 Elizabeth K. Ingram 55,810,651 131,924 26,900 4,624,954 Wayne L. Jones 55,499,574 441,951 27,950 4,624,954 Gregory N. Moore 54,398,238 1,542,883 28,354 4,624,954 Gerald L. Morgan 55,694,912 247,450 27,113 4,624,954 Curtis A. Warfield 55,240,872 699,380 29,223 4,624,954 B. Ratification of the finance and audit committee’s selection of KPMG LLP as the Company’s independent auditors for fiscal year 2026. The selection of KPMG LLP was ratified as follows: For Against Abstain Broker Non-Votes 59,265,718 1,303,270 25,441 - C. Advisory Vote on Executive Compensation. The compensation of the named executive officers was approved, on an advisory basis, as follows: For Against Abstain Broker Non-Votes 54,319,888 1,606,486 43,101 4,624,954 2 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: May 22, 2026 By: /s/ Michael S. Lenihan Michael S. Lenihan Chief Financial Officer 3