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 17, 2018
TEXAS ROADHOUSE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-50972 |
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20-1083890 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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6040 Dutchmans Lane |
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40205 |
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(Address of principal executive offices) |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) (c) On May 17, 2018, Scott Colosi, President and Chief Financial Officer of Texas Roadhouse, Inc. (“Company”), resigned from his position as interim Chief Financial Officer, effective immediately. Mr. Colosi will continue to serve as a President of the Company following his resignation as interim Chief Financial Officer. Mr. Colosi’s resignation as interim Chief Financial Officer is not the result of any disagreement with the Company and is not related to the Company’s operational performance or financial condition. In connection with Mr. Colosi’s resignation as interim Chief Financial Officer, the Company entered into a First Amendment to the Employment Agreement between Texas Roadhouse Management Corp. and Mr. Colosi.
On May 17, 2018, Tonya Robinson was appointed as Chief Financial Officer and Principal Accounting Officer of the Company, assuming the responsibilities of principal financial officer. Ms. Robinson, age 49, has served as the Company’s Vice President of Finance and Investor Relations since 2016, and has been employed by the Company since 1998. The Company has not entered into any material compensatory plan, contract or arrangement with Ms. Robinson in connection with her appointment as Chief Financial Officer and Principal Accounting Officer of the Company.
There are no arrangements or understandings between Ms. Robinson and any other persons pursuant to which she was selected as Chief Financial Officer or as Principal Accounting Officer. There are also no family relationships between Ms. Robinson and any director or executive officer of the Company. Ms. Robinson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 17, 2018, the Company held its Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:
A. Election of directors . The nominees for the Company’s Board of Directors were elected as follows:
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Name |
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For |
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Withheld |
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Abstain |
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Broker Non-
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W. Kent Taylor |
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57,184,991 |
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870,809 |
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— |
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9,332,708 |
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James R. Zarley |
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56,016,363 |
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2,039,437 |
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— |
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9,332,708 |
B. Ratification of the audit committee’s selection of KPMG LLP as the Company’s independent auditors for the fiscal year 2018 . The selection of KPMG LLP was ratified as follows:
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For |
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Against |
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Abstain |
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Broker Non-
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66,536,151 |
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692,786 |
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159,571 |
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— |
C. Advisory Vote on Executive Compensation . The compensation of the named executive officers was approved, on an advisory basis, as follows:
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For |
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Against |
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Abstain |
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Broker Non-
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44,512,039 |
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13,260,424 |
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283,337 |
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9,332,708 |
Item 7.01. Regulation FD Disclosure.
On May 18, 2018, the Company issued a press release announcing Ms. Robinson’s appointment and Mr. Colosi’s resignation. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01. Other Events
On May 18, 2018, the Company announced its second quarter 2018 cash dividend. The public announcement was made by means of a news release, the text of which is set forth at Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Scott M. Colosi dated May 17, 2018. |
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99.1 |
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Press Release dated May 18, 2018 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This is the First Amendment, dated May 17, 2018 (the “ Amendment ”), to the Employment Agreement, effective January 8, 2018 (the “ Employment Agreement ”), between Texas Roadhouse Management Corp. (the “ Company ”) and Scott M. Colosi (the “ Executive ”) (collectively, the “ Parties ”).
WHEREAS , effective as of May 17, 2018, the Executive has resigned his position as Chief Financial Officer of Texas Roadhouse, Inc., while retaining his position as President of Texas Roadhouse, Inc.;
WHEREAS , the Employment Agreement references the Executive’s employment as President and Chief Financial Officer of Texas Roadhouse, Inc; and
WHEREAS , the Parties wish to amend the Employment Agreement to eliminate all references to the Executive’s employment as Chief Financial Officer of Texas Roadhouse, Inc., while retaining all references to the Executive’s employment as President of Texas Roadhouse, Inc.
NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:
1. All capitalized terms not defined herein shall have the same meaning given them in the Employment Agreement.
2. The Employment Agreement is hereby amended to remove any and all references to the Executive’s employment as Chief Financial Officer of Texas Roadhouse, Inc. All references to the Executive’s employment as President of Texas Roadhouse, Inc. shall remain.
3. The Parties acknowledge and agree that while Executive is employed by the Company during the Term, Executive shall be employed as the President of Texas Roadhouse, Inc., and/or such other titles as the Company may designate, and shall perform such duties and responsibilities as the Company shall assign to him from time to time, including duties and responsibilities relating to Texas Roadhouse, Inc.’s wholly-owned and partially owned subsidiaries and other affiliates.
4. Except as expressly amended herein, all of the terms and conditions of the Employment Agreement shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
Texas Roadhouse Names Tonya Robinson Chief Financial Officer
Board of Directors Declares Dividend
LOUISVILLE, Ky (May 18, 2018) — Texas Roadhouse, Inc. (NasdaqGS: TXRH) announced that Vice President of Finance and Investor Relations, Tonya Robinson, has been promoted to Chief Financial Officer. Robinson assumes the role previously held by current Texas Roadhouse President, Scott Colosi, who has served as interim CFO since 2015.
Robinson joined Texas Roadhouse in 1998 and has been instrumental to the company’s accounting, financial reporting, analysis, and planning and investor relations. Robinson has served in a variety of roles over the last 20 years including Controller, Director of Financial Reporting and most recently was Vice President of Finance and Investor Relations.
“Tonya brings unmatched experience, knowledge and understanding of Texas Roadhouse and the investment community. Tonya has and will continue to have a big impact on our company,” said Scott Colosi, President of Texas Roadhouse.
Cash Dividend Payment
In addition, the Board of Directors authorized the payment of a cash dividend of $0.25 per share of common stock. This payment will be distributed on June 29, 2018, to shareholders of record at the close of business on June 13, 2018.
About the Company
Texas Roadhouse is a casual dining concept that first opened in 1993 and today has grown to over 560 restaurants system-wide in 49 states and eight foreign countries. For more information, please visit the Company’s Web site at www.texasroadhouse.com.
Forward-looking Statements
Certain statements in this release that are not historical facts, including, without limitation, those relating to our anticipated financial performance, are forward-looking statements that involve risks and uncertainties. Such statements are based upon the current beliefs and expectations of the management of Texas Roadhouse. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, the actual number of restaurants opening; the sales at these and our other company and franchise restaurants; changes in restaurant development or operating costs, such as food and labor; our ability to acquire franchise restaurants; our ability to integrate the franchise restaurants we acquire or other concepts we develop; our ability to continue to generate the necessary cash flows to fund our new restaurant growth, continue our share repurchase program and pay a quarterly cash dividend; strength of consumer spending; pending or future legal claims; breaches of security; conditions beyond our control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting our customers or food supplies; food safety and food-borne illness concerns; acts of war or terrorism and other factors disclosed from time to time in our filings with the U.S. Securities and Exchange Commission. Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update any forward-looking statements.
Contacts:
Investor Relations
Tonya Robinson
502-515-7269
Media
Travis Doster
502-638-5457