Texas Roadhouse (NASDAQ: TXRH) investors approve board slate, KPMG and executive pay

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Texas Roadhouse, Inc. reported the results of its Annual Meeting of Shareholders held on May 21, 2026. Shareholders elected all nine nominees to the Board of Directors, with each receiving over 54 million votes in favor and substantial margins over withheld and abstain votes.

Shareholders also ratified KPMG LLP as the company’s independent registered public accounting firm, with 59,265,718 votes for and 1,303,270 against. In addition, the advisory vote on executive compensation passed, receiving 54,319,888 votes for and 1,606,486 against, indicating broad support for the company’s pay practices.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for director Jane Grote Abell: 55,594,664 votes Votes for director Gerald L. Morgan: 55,694,912 votes Auditor ratification – votes for KPMG LLP: 59,265,718 votes +4 more

7 metrics

Votes for director Jane Grote Abell 55,594,664 votes Director election at Annual Meeting of Shareholders on May 21, 2026

Votes for director Gerald L. Morgan 55,694,912 votes Director election at Annual Meeting of Shareholders on May 21, 2026

Auditor ratification – votes for KPMG LLP 59,265,718 votes Ratification of independent registered public accounting firm

Auditor ratification – votes against KPMG LLP 1,303,270 votes Ratification of independent registered public accounting firm

Say-on-pay – votes for 54,319,888 votes Advisory vote on named executive officer compensation

Say-on-pay – votes against 1,606,486 votes Advisory vote on named executive officer compensation

Broker non-votes on director elections 4,624,954 votes Director election items at Annual Meeting of Shareholders

Key Terms

Annual Meeting of Shareholders, Broker Non-Votes, independent registered public accounting firm, named executive officers

4 terms

Annual Meeting of Shareholders regulatory

"On May 21, 2026, Texas Roadhouse, Inc., a Delaware corporation, held its Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Broker Non-Votes financial

"The nominees for the Company’s Board of Directors were elected as follows ... Broker Non-Votes 4,624,954"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"The selection of KPMG LLP was ratified as follows"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

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

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

05/22/2026 - 09:00 AM

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 21, 2026

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 21, 2026, Texas Roadhouse, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:

Election of Directors.

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


Name	For	Withheld	Abstain	Broker Non-Votes
Jane Grote Abell	55,594,664	347,564	27,247	4,624,954
Hugh J. Carroll	55,690,485	251,638	27,352	4,624,954
Michael A. Crawford	55,358,029	583,796	27,650	4,624,954
Donna E. Epps	55,363,182	481,483	124,810	4,624,954
Elizabeth K. Ingram	55,810,651	131,924	26,900	4,624,954
Wayne L. Jones	55,499,574	441,951	27,950	4,624,954
Gregory N. Moore	54,398,238	1,542,883	28,354	4,624,954
Gerald L. Morgan	55,694,912	247,450	27,113	4,624,954
Curtis A. Warfield	55,240,872	699,380	29,223	4,624,954

Ratification of the finance and audit committee’s selection of KPMG LLP as the Company’s independent auditors for fiscal year 2026.

The selection of KPMG LLP was ratified as follows:


For	Against	Abstain	Broker Non-Votes
59,265,718	1,303,270	25,441	-

Advisory Vote on Executive Compensation.

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


For	Against	Abstain	Broker Non-Votes
54,319,888	1,606,486	43,101	4,624,954

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.


	TEXAS ROADHOUSE, INC.


Date: May 22, 2026	By:	/s/ Michael S. Lenihan
		Michael S. Lenihan
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Texas Roadhouse (TXRH) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing nine directors, ratifying KPMG LLP as independent auditor, and approving executive compensation on an advisory basis. All proposals passed with strong support, confirming the existing board slate, the company’s auditor selection, and current executive pay practices for Texas Roadhouse.

Were Texas Roadhouse (TXRH) board nominees elected at the May 2026 meeting?

Yes, all nine Texas Roadhouse director nominees were elected. Each candidate, including Gerald L. Morgan and Jane Grote Abell, received more than 54 million votes for, with relatively low withheld and abstain totals, indicating broad shareholder backing for the company’s current board composition and leadership structure.

Did Texas Roadhouse (TXRH) shareholders ratify KPMG as the independent auditor?

Yes, shareholders ratified KPMG LLP as independent registered public accounting firm. The proposal received 59,265,718 votes for, 1,303,270 against, and 25,441 abstentions, with no broker non-votes, signaling strong shareholder acceptance of KPMG’s continued role as the company’s external auditor.

How did Texas Roadhouse (TXRH) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of Texas Roadhouse’s named executive officers on an advisory basis. The say-on-pay resolution received 54,319,888 votes for, 1,606,486 against, 43,101 abstentions, and 4,624,954 broker non-votes, reflecting broad but not unanimous support for the company’s current executive pay programs.

What are broker non-votes in the Texas Roadhouse (TXRH) 2026 vote results?

Broker non-votes occur when brokers hold shares but lack instructions to vote on certain proposals. For director elections and say-on-pay, Texas Roadhouse reported 4,624,954 broker non-votes, meaning those shares counted for quorum but were not cast for or against these specific items.

Filing Exhibits & Attachments

3 documents