Form 8-K Texas Roadhouse, Inc. For: May 19

 

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 19, 2016

 

TEXAS ROADHOUSE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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))

 

 

 

ITEM 5.03            AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

On May 19, 2016, Texas Roadhouse, Inc. (the “Company”) filed an Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of Delaware, a copy of which is attached hereto as Exhibit 3.1.  As described in the Company’s proxy statement for its Annual Meeting of Shareholders held on May 19, 2016, the Amendment provides for the declassification of the Company’s Board of Directors over a period of time.

 

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On May 19, 2016, 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
Gregory N. Moore		60,297,014		387,871		—		6,359,692
Kathleen N. Widmer		60,402,321		282,564		—		6,359,692
James F. Parker		60,328,015		356,870		—		6,359,692

 

B. Ratification of the audit committee’s selection of KPMG LLP as the Company’s independent auditors for the fiscal year 2016. The selection of KPMG LLP was ratified as follows:

 

For		Against		Abstain		Broker Non-Votes
66,747,222		276,160		21,195		—

 

C. Advisory Vote on Executive Compensation. The compensation of the named executive officer was approved, on an advisory basis, as follows:

 

For		Against		Abstain		Broker Non-Votes
55,045,368		5,595,519		43,998		6,359,692

 

D. Amendment to Certificate of Incorporation to Declassify the Board of Directors. The proposal was approved as follows:

 

For		Against		Abstain		Broker Non-Votes
60,602,686		49,139		33,060		6,359,692

 

ITEM 8.01.  OTHER EVENTS

 

On May 20, 2016, the Company announced its second quarter 2016 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

 

3.1                                Amendment to Amended and Restated Certificate of Incorporation of Texas Roadhouse, Inc., effective May 19, 2016.

 

99.1                         Press Release dated May 20, 2016.

 

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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 20, 2016	By:	/s/ Scott M. Colosi
		Scott M. Colosi
		President and Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit No.
3.1		Amendment to Amended and Restated Certificate of Incorporation
99.1		Press Release issued by the Company on May 20, 2016

 

4

Exhibit 3.1

 

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS ROADHOUSE, INC.,

a Delaware corporation

 

The undersigned, Celia P. Catlett, hereby certifies that:

 

ONE:                  She is the duly elected and acting Secretary of Texas Roadhouse, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of Delaware (the “Corporation”).

 

TWO:               The original Certificate of Incorporation of the Corporation (the “Original Certificate”) was filed with the Delaware Secretary of State on May 5, 2004.

 

THREE:  The Original Certificate was amended and restated by that certain Amended and Restated Certificate of Incorporation (the “First Amended Certificate”) which was filed with the Delaware Secretary of State on May 28, 2004.

 

FOUR:          The First Amended Certificate was amended and restated by that certain Amended and Restated Certificate of Incorporation (the “Second Amended Certificate”) which was filed with the Delaware Secretary of State on October 4, 2004.

 

FIVE:  This Amendment to the Second Amended Certificate has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by obtaining the approval of the Corporation’s board of directors and a majority vote of the outstanding stock of each class entitled to vote thereon in favor of said Amendment, in the manner set forth in Section 222 of the General Corporation Law of Delaware.

 

Article V of the Second Amended Certificate is hereby amended to read in its entirety as follows:

 

ARTICLE V

 

Board of Directors

 

The number of directors of the Corporation from time to time shall be as fixed by, or in the manner provided in, the bylaws of the Corporation. Directors elected at the 2016 annual meeting of stockholders shall be elected for a term of office to expire at the 2019 annual meeting of stockholders. After the 2016 annual meeting of stockholders, the term of office of each director elected at the annual meeting of stockholders, or elected or appointed at any time in the period between annual meetings of stockholders, shall expire at the next annual meeting of stockholders following such election or appointment. Nothing in this Article V shall shorten the term of any director elected at or before the 2016 annual meeting of stockholders. Each director elected or appointed shall serve until his or her successor is elected and qualified, or until his or her earlier death, resignation, removal, or disqualification.

 

 

*     *     *     *     *

 

IN WITNESS WHEREOF, the undersigned, Celia P. Catlett, being the Secretary of the Corporation, does hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 19th day of May, 2016.

 

	/s/ Celia P. Calett
	Celia P. Catlett, Secretary

 

2

Exhibit 99.1

 

Texas Roadhouse, Inc. Announces Quarterly Dividend

 

LOUISVILLE, Ky (May 20, 2016) — On May 19, 2016, Texas Roadhouse, Inc.’s (Nasdaq: TXRH) Board of Directors authorized the payment of a cash dividend of $0.19 per share of common stock.  This payment will be distributed on July 1, 2016, to shareholders of record at the close of business on June 15, 2016.

 

About the Company

 

Texas Roadhouse is a casual dining concept that first opened in 1993 and today operates 495 restaurants system-wide in 49 states and five 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 the Company.  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; 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