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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)   March 24, 2020

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)       On March 24, 2020, Texas Roadhouse Management Corp. and W. Kent Taylor, Chairman, Chief Executive Officer and President of Texas Roadhouse, Inc. (the “Company”), entered into that certain First Amendment to 2018 Employment Agreement (the “First Amendment”). Pursuant to the First Amendment, Mr. Taylor has elected to forgo his base salary and incentive bonus from the pay period beginning March 18, 2020 and continuing through January 7, 2021. The additional funds will be made available to assist front-line hourly restaurant employees.

 

The foregoing description of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

On March 24, 2020, the Board of Directors of the Company voted to suspend the payment of quarterly cash dividends of the Company’s common stock, effective with respect to dividends occurring after March 27, 2020, to better manage its cash position and enhance financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 outbreak.

 

Item 9.01 Financial Statements and Exhibits

 

              (d) Exhibits 10.1 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and W. Kent Taylor dated March 24, 2020

 

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INDEX TO EXHIBITS

 

Exhibit No. 10.1 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and W. Kent Taylor dated March 24, 2020

 

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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: March 25, 2020   By: /s/ Tonya Robinson
      Tonya Robinson
      Chief Financial Officer

 

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Exhibit 10.1

 

FIRST Amendment to 2018 Employment Agreement

 

THIS FIRST AMENDMENT TO 2018 EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into this 24th day of March, 2020 (the “First Amendment Effective Date”) by and between TEXAS ROADHOUSE MANAGEMENT CORP., a Kentucky corporation (the “Company”), and W. KENT TAYLOR, an individual resident of the Commonwealth of Kentucky (“Executive”).

 

W I T N E S S E T H:

 

WHEREAS, the Company and Executive are parties to the 2018 Employment Agreement dated December 26, 2017 with an effective date of January 8, 2018 (the “Employment Agreement”) relating to Executive’s service as Chairman, Chief Executive Officer and President of Texas Roadhouse, Inc., a Delaware corporation;

 

WHEREAS, pursuant to Sections 4(a) and 4(b) of the Employment Agreement, Executive is entitled to receive, without limitation, a base salary and an Incentive Bonus in consideration of his employment services as described in the Employment Agreement; and

 

WHEREAS, the Company and Executive desire to amend the terms and conditions of the Employment Agreement in accordance with the terms and conditions of this First Amendment.

 

NOW THEREFORE, in consideration of the mutual covenants made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1.       Recitals; Defined Terms. The recitals set forth above are true and accurate and are hereby incorporated herein by reference. Except as specifically set forth herein, all capitalized terms shall have the same meanings as set forth in the Employment Agreement.

 

2.       Base Salary and Incentive Bonus. Notwithstanding anything to the contrary contained in the Employment Agreement, including, without limitation, Sections 4(a) and 4(b) of the Employment Agreement, Executive shall forgo one hundred percent (100%) of the base salary and Incentive Bonus that Executive would have otherwise been entitled in accordance with and subject to the terms and conditions of the Employment Agreement for the pay period beginning on March 18, 2020 and continuing thereafter to and through January 7, 2021. Executive shall continue to remain eligible to receive a prorated portion of the Incentive Bonus for the period between January 8, 2020 through March 17, 2020 in accordance with and subject to the terms and conditions of the Employment Agreement.

 

3.       Miscellaneous. Except as expressly amended herein, all of the terms and conditions of the Employment Agreement shall remain in full force and effect. This First Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. This First Amendment shall be binding on the parties when executed and delivered by the parties to one another by electronic transmission. In the event of a conflict between the terms of this First Amendment and the Employment Agreement, the terms of this First Amendment shall govern.

 

[Signatures Appear on Following Page]

 

 

 

 

IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment as of the First Amendment Effective Date.

 

 

THE COMPANY:

 

TEXAS ROADHOUSE MANAGEMENT CORP.,

a Kentucky corporation

       
By:   /s/ Christopher C. Colson  
Name:   Christopher C. Colson  
Title:   Corporate Secretary  
       
       
EXECUTIVE:  
       
By:   /s/ W. Kent Taylor  
    W. KENT TAYLOR, an individual resident of the Commonwealth of Kentucky  

 

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