TXRH Texas Roadhouse Inc

 

 

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

 

(d)

Exhibits

 

		99.1	Press Release issued by the Company on March 1, 2024.
		104	Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

 

 

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

 

 

 

Exhibit 99.1

 

 

Texas Roadhouse, Inc. Appoints Jane Grote Abell to Board of Directors

 

LOUISVILLE, Ky., March 1, 2024 - Texas Roadhouse, Inc. (Nasdaq: TXRH) announced today that Jane Grote Abell has been appointed to the Company’s Board of Directors. This increases the size of the board to nine members.

 

Ms. Abell is currently the Executive Chairwoman of the Board of Directors and Chief Purpose Officer for Donatos Pizza, a Columbus, Ohio based premium pizza concept with over 460 locations in 29 states.

 

Jerry Morgan, Texas Roadhouse Chief Executive Officer, commented, “We are excited to have Jane join our Board of Directors. With over 30 years in the restaurant industry, her operations experience and commitment to people-first leadership will be an asset to our Company.”

 

In addition to her current position as Executive Chairwoman of the Board of Directors and Chief Purpose Officer, Ms. Abell is a founding family member of Donatos Pizza and Jane’s Dough Premium Foods, all positions she has held since 2010. She 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.

 

About the Company

Texas Roadhouse, Inc. is a growing restaurant company operating predominantly in the casual dining segment that first opened in 1993 and today has grown to over 740 restaurants systemwide in 49 states and ten foreign countries. For more information, please visit the company’s website at www.texasroadhouse.com.

 

Contacts

 

Investor Relations:
Michael Bailen

(502) 515-7298

 

Media:
Travis Doster
(502) 638-5457

 

Photo available upon request.

 

 

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Cover	Feb. 28, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 28, 2024
Entity File Number	000-50972
Entity Registrant Name	TEXAS ROADHOUSE, INC.
Entity Central Index Key	0001289460
Entity Tax Identification Number	20-1083890
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6040 Dutchmans Lane
Entity Address, City or Town	Louisville
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40205
City Area Code	502
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TXRH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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