Texas Roadhouse, Inc.

Regulatory Filings • May 17, 2013

8-K 1 a13-12747_18k.htm 8-K

*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 16, 2013

*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:

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))

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

On May 16, 2013, Texas Roadhouse, Inc. (the “Company”) held its Annual Meeting of Stockholders. The matters voted on by stockholders and the voting results are as follows:

A. Election of directors. All nominees for the Company’s Board of Directors were elected.

Name	For	Withheld	Abstain	Broker Non-Votes
Gregory N. Moore	60,931,801	2,083,608	—	3,473,433
James F. Parker	60,931,674	2,083,735	—	3,473,433

B. Ratification of the audit committee’s selection of KPMG LLP as the Company’s independent auditors for the fiscal year 2013. The selection of KPMG LLP was ratified.

For	Against	Abstain	Broker Non-Votes
65,466,506	1,009,611	12,725	—

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

For	Against	Abstain	Broker Non-Votes
57,072,835	5,926,572	16,002	3,473,433

D. Approval of Texas Roadhouse, Inc. 2013 Long Term Incentive Plan. The plan was approved.

For	Against	Abstain	Broker Non-Votes
42,499,084	20,491,949	24,376	3,473,433

E. Advisory Vote on Declassification of the Board of Directors. The proposal was approved, on an advisory basis.

For	Against	Abstain	Broker Non-Votes
52,481,490	10,497,607	36,312	3,473,433

ITEM 8.01. OTHER EVENTS

On May 17, 2013, the Company announced its second quarter 2013 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

99.1 Press Release dated May 17, 2013.

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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.

/s/ G. Price Cooper, IV
G. Price Cooper, IV
Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.
99.1	Press Release issued by the Company on May 17, 2013

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