UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
THE
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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).
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
As disclosed below, on May 22, 2025, the stockholders of The Cheesecake Factory Incorporated (the “Company”) approved the adoption of the Second Amendment to The Cheesecake Factory Incorporated Stock Incentive Plan (the “Stock Plan Amendment”) at the Company’s 2025 annual stockholders’ meeting held on May 22, 2025 (the “Annual Meeting”). The terms of the Stock Plan Amendment are set forth in the proxy statement, dated April 10, 2025, for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 10, 2025. The description of the Stock Plan Amendment in the section of the proxy statement titled “Proposal Three - Approval of the Second Amendment to the Plan” is incorporated herein by reference.
The foregoing description of the Stock Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Results of the 2025 Annual Stockholders’ Meeting
The final results of the vote taken for each proposal presented at the Annual Meeting are as follows:
Proposal 1: Election of Directors.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| David Overton | 35,571,202 | 1,037,161 | 116,268 | 5,620,304 | ||||||||||||
| Edie A. Ames | 36,363,089 | 244,401 | 117,141 | 5,620,304 | ||||||||||||
| Alexander L. Cappello | 34,851,046 | 1,755,084 | 118,501 | 5,620,304 | ||||||||||||
| Khanh Collins | 36,445,672 | 158,865 | 120,094 | 5,620,304 | ||||||||||||
| Adam S. Gordon | 36,356,343 | 250,211 | 118,077 | 5,620,304 | ||||||||||||
| Jerome I. Kransdorf | 34,438,617 | 2,168,463 | 117,551 | 5,620,304 | ||||||||||||
| Janice L. Meyer | 36,522,794 | 82,719 | 119,118 | 5,620,304 | ||||||||||||
| David B. Pittaway | 35,331,608 | 1,274,433 | 118,590 | 5,620,304 | ||||||||||||
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 41,931,273 | 289,455 | 124,207 | 0 | |||||||||||
Proposal 3: Approval of Second Amendment to The Cheesecake Factory Incorporated Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 33,479,930 | 3,118,098 | 126,603 | 5,620,304 | ||||||||||
Proposal 4: Non-Binding Advisory Vote on Executive Compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 36,305,080 | 229,200 | 190,351 | 5,620,304 | |||||||||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| 10.1 | The Cheesecake Factory Incorporated Stock Incentive Plan as amended by the Second Amendment | |
| 104.1 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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: May 28, 2025 | THE CHEESECAKE FACTORY INCORPORATED | |
| By: | /s/ Matthew E. Clark | |
| Matthew E. Clark | ||
| Executive Vice President and Chief Financial Officer | ||