Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Shareholders held by Texas Roadhouse, Inc. on May 15, 2025. The filing details the outcomes of four specific matters submitted to a vote by security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial performance details.
Material Changes and Voting Results
The following matters were voted upon at the Annual Meeting:
- Election of Directors: All eight nominees were elected. The highest number of "Withheld" votes was cast against Gregory N. Moore (2,224,273 votes), while the lowest was against Gerald L. Morgan (528,252 votes).
- Ratification of Auditors: Shareholders ratified the selection of KPMG LLP as the independent auditor for fiscal year 2025. The vote was 57,533,244 For, 2,479,016 Against, and 82,728 Abstain.
- Advisory Vote on Executive Compensation: The compensation of named executive officers was approved. The vote was 51,057,259 For, 3,270,198 Against, and 104,869 Abstain.
- Shareholder Proposal (EEO-1 Report): A proposal requiring the disclosure of the Company's Consolidated EEO-1 Report was not approved. The vote was 15,336,162 For, 38,622,748 Against, and 474,016 Abstain.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a disclosure of voting results.
Key Facts for Investor Verification
- Verify the total number of shares entitled to vote versus the number of votes cast to assess shareholder engagement levels.
- Note the significant opposition (approximately 38.6 million votes) to the shareholder proposal regarding EEO-1 report disclosure.
- Confirm that KPMG LLP remains the independent auditor for the upcoming fiscal year.
- Review the "Withheld" vote counts for directors to gauge any specific concerns regarding board members, particularly Gregory N. Moore.