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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)   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

 

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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

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