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) December 21, 2023
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.
(e) Pursuant to the terms of the previously disclosed employment agreement with each of the principal executive officer, principal financial officer and Named Executive Officers, the Compensation Committee of the Board reserved the right to adjust compensation for each such executive officer throughout the duration of the term of such employment agreements. On December 21, 2023, the Compensation Committee of the Board exercised its discretion to adjust each executive officer’s compensation in the manner described in this Current Report on Form 8-K with respect to each executive officer’s 2024 fiscal year service. Except as set forth herein, each listed executive officer’s compensation continues in accordance with the previously disclosed terms of the employment agreement.
Incentive Bonus. On December 21, 2023, the Compensation Committee established an annual short-term cash incentive opportunity with a target bonus as set forth in the table below relating to each executive officer’s 2024 fiscal year service. The targets are currently based upon earnings per share growth and pre-tax profits. Depending on the level of achievement of the goals, the bonus may be reduced to a minimum of $0 or increased to a maximum of two times the base target amount under the current incentive compensation policy of the Compensation Committee of the Board.
| | | 2024
Target Bonus
($) | | | 2024
Minimum Bonus
($) | | | 2024
Maximum Bonus
($) | |
| Jerry Morgan | | | 1,200,000 | | | | 0 | | | | 2,400,000 | |
| Gina Tobin | | | 650,000 | | | | 0 | | | | 1,300,000 | |
| Chris Monroe | | | 400,000 | | | | 0 | | | | 800,000 | |
| Chris Colson | | | 400,000 | | | | 0 | | | | 800,000 | |
| Hernan Mujica | | | 400,000 | | | | 0 | | | | 800,000 | |
Stock Awards. On December 21, 2023, the Compensation Committee authorized the grant of the number of service-based restricted stock units equal to the dollar amount described in the table below for each executive officer with respect to their respective 2024 fiscal year service. These service-based restricted stock units will be calculated by dividing the dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient rounded up or down to the nearest 100 shares. Additionally, these service-based restricted stock units will be granted on January 8, 2024 and will vest on January 8, 2025, provided the officer is still employed as of the vesting date.
| | | Restricted Stock Units
($) | |
| Jerry Morgan | | | 1,300,000 | |
| Gina Tobin | | | 500,000 | |
| Chris Monroe | | | 500,000 | |
| Chris Colson | | | 500,000 | |
| Hernan Mujica | | | 500,000 | |
Additionally, on December 21, 2023, the Compensation Committee authorized the grant of performance-based restricted stock units as described in the table below for those executive officers listed below with respect to their respective 2024 fiscal year service. These performance-based restricted stock units will be calculated by dividing the target dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient rounded up or down to the nearest 100 shares. Additionally, these performance-based restricted stock units will be granted on January 8, 2024 and will vest on January 8, 2025, subject to the achievement of defined goals established by the Compensation Committee of the Board. The performance targets are currently based upon earnings per share growth and pre-tax profits. Depending on the level of achievement of the goals, the number of performance-based restricted stock units may be reduced to zero or increased to a maximum of two times the target amount shown below.
| | | Target $ of
Performance-Based
Restricted Stock
Units | | | Minimum $ of
Performance-Based
Restricted Stock
Units | | | Maximum $ of
Performance-Based
Restricted Stock
Units | |
| Jerry Morgan | | | 1,300,000 | | | | 0 | | | | 2,600,000 | |
| Gina Tobin | | | 400,000 | | | | 0 | | | | 800,000 | |
| Chris Monroe | | | 300,000 | | | | 0 | | | | 600,000 | |
| Chris Colson | | | 300,000 | | | | 0 | | | | 600,000 | |
| Hernan Mujica | | | 300,000 | | | | 0 | | | | 600,000 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | TEXAS ROADHOUSE, INC. |
| | | |
| Date: December 22, 2023 | By: | /s/ Jerry L. Morgan |
| | | Jerry L. Morgan |
| | | Chief Executive Officer |
