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 30, 2024
THE CHEESECAKE FACTORY INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | | 0-20574 | | 51-0340466 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
26901 Malibu Hills Road
Calabasas Hills, California | | 91301 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (818) 871-3000
Not Applicable
(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:
| ¨ | 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 $.01 per share | | CAKE | | The Nasdaq Stock Market LLC |
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 |
Results of the 2024 Annual Stockholders’ Meeting
The final results of the vote taken for each proposal presented at the annual meeting of stockholders held on May 30, 2024 are as follows:
Proposal 1: Election of Directors.
| Name | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| David Overton | | | 35,640,263 | | | | 1,092,672 | | | | 9,251 | | | | 5,614,539 | |
| Edie A. Ames | | | 36,496,474 | | | | 234,469 | | | | 11,243 | | | | 5,614,539 | |
| Alexander L. Cappello | | | 35,389,699 | | | | 1,341,607 | | | | 10,880 | | | | 5,614,539 | |
| Khanh Collins | | | 36,400,143 | | | | 325,400 | | | | 16,643 | | | | 5,614,539 | |
| Adam S. Gordon | | | 36,472,930 | | | | 239,245 | | | | 30,011 | | | | 5,614,539 | |
| Jerome I. Kransdorf | | | 34,987,607 | | | | 1,743,930 | | | | 10,649 | | | | 5,614,539 | |
| Janice L. Meyer | | | 36,498,954 | | | | 232,456 | | | | 10,776 | | | | 5,614,539 | |
| Laurence B. Mindel | | | 35,467,768 | | | | 1,263,690 | | | | 10,728 | | | | 5,614,539 | |
| David B. Pittaway | | | 35,427,808 | | | | 1,302,881 | | | | 11,497 | | | | 5,614,539 | |
Proposal 2: Approval and Adoption of the Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by the Delaware General Corporation Law.
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 33,602,846 | | | | 3,112,974 | | | | 26,366 | | | | 5,614,539 | |
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2024.
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 42,278,907 | | | | 60,671 | | | | 17,147 | | | | 0 | |
Proposal 4: Non-Binding Advisory Vote on Executive Compensation.
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 36,098,045 | | | | 597,784 | | | | 46,357 | | | | 5,614,539 | |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
SIGNATURES
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 hereunto duly authorized.
| Date: June 4, 2024 | THE CHEESECAKE FACTORY INCORPORATED |
| | |
| | By: | /s/ Matthew E. Clark |
| | | Matthew E. Clark |
| | | Executive Vice President and Chief Financial Officer |
