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, 2024

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 (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:

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.              ¨

(a)            On May 16, 2024, as described below, upon the recommendation of the Board of Directors of Texas Roadhouse, Inc., a Delaware corporation (the “Company”), the Company’s shareholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) provide for the exculpation of certain of the Company’s officers from liability in specific circumstances as permitted by Delaware law and (ii) remove any and all references to shares of $0.001 par value Class B Common Stock (together, the “Amendments”), as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2024.

The Amendments became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company on May 16, 2024 (the “Certificate of Amendment”). Subsequently, the Company also filed a Restated Certificate of Incorporation of the Company (the “Restated Certificate”) integrating the Amendments.

The foregoing descriptions of the Amendments and the Restated Certificate are qualified in their entirety by reference to the full text of the Certificate of Amendment and Restated Certificate, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

On May 16, 2024, as described below, upon the recommendation of the Board of Directors of the Company, the Company’s shareholders approved an amendment to the Company’s Bylaws to reduce the ownership percentage required for shareholders to request a special meeting of shareholders from 50% to 25%.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, as amended, which is filed herewith as Exhibit 3.3 and incorporated by reference herein.

On May 16, 2024, the Company held its Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:

The nominees for the Company’s Board of Directors were elected as follows:

The selection of KPMG LLP was ratified as follows:

C. Advisory Vote on Executive Compensation.

The compensation of the named executive officers was approved, on an advisory basis, as follows:

The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to remove all references to Class B shares was approved as follows:

The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for an exculpation of officers as permitted by Delaware law was approved as follows:

The proposal to amend the Company’s Bylaws to reduce the ownership percentage required for shareholders to call a special meeting from 50% to 25% was approved as follows:

The shareholder proposal regarding the issuance of a climate report was not approved, on an advisory basis, as follows:

On May 16, 2024, the Company’s Board of Directors approved the second quarter 2024 cash dividend. The public announcement of the dividend was made by means of a press release, the text of which is set forth on Exhibit 99.1 hereto.

(d)          Exhibits

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.