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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) April 6, 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 April 6, 2020, Texas Roadhouse Management Corp. entered into a First Amendment to the 2018 Employment Agreement (collectively, the “First Amendments”) with each of Doug Thompson, Chief Operating Officer of the Company, S. Chris Jacobsen, Chief Marketing Officer of the Company, and Tonya Robinson, Chief Financial Officer of the Company. Pursuant to the respective First Amendments, Mr. Thompson has elected to forgo (i) his base salary in excess of the amount necessary to cover his required contributions to his employment benefits and related payroll taxes and (ii) his incentive bonus from the pay period beginning April 1, 2020 and continuing through January 7, 2021, while Mr. Jacobsen and Ms. Robinson each have elected to forgo (i) their respective base salary in excess of the amount necessary to cover their required contributions to his or her employment benefits and related payroll taxes for the second quarter and (ii) their respective incentive bonus from the pay period beginning April 1, 2020 and continuing through January 7, 2021. The additional funds will be made available for a second round of supplemental pay to front-line hourly restaurant employees.

 

The foregoing description of the First Amendments is qualified in its entirety by reference to the First Amendments, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01 Other Events

 

On April 6, 2020, the Board of Directors (the “Board”) of the Company determined that the current non-employee directors of the Board will be forgoing one hundred percent (100%) of their cash compensation relating to their respective service on the Board and any Board committees for the period commencing April 1, 2020 and continuing thereafter for the remainder of the 2020 fiscal year.

 

  Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibit 10.1 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and Doug Thompson dated April 6, 2020
       
    Exhibit 10.2 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and S. Chris Jacobsen dated April 6, 2020
       
    Exhibit 10.3 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and Tonya Robinson dated April 6, 2020
       
    104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

Forward-looking Statements

 

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the potential impact of the COVID-19 outbreak and other non-historical statements. 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, 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; and other factors disclosed from time to time in our filings with the U.S. Securities and Exchange Commission. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Part I—Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in our other filings with the 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, except as required by applicable law.

  

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INDEX TO EXHIBITS

 

Exhibit No. 10.1 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and Doug Thompson dated April 6, 2020
   
Exhibit No. 10.2 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and S. Chris Jacobsen dated April 6, 2020
   
Exhibit No. 10.3 First Amendment to 2018 Employment Agreement between Texas Roadhouse Management Corp. and Tonya Robinson dated April 6, 2020
   
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

  

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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: April 9, 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 6th day of April, 2020 (the “First Amendment Effective Date”) by and between TEXAS ROADHOUSE MANAGEMENT CORP., a Kentucky corporation (the “Company”), and DOUG THOMPSON, 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 August 23, 2018 (the “Employment Agreement”) relating to Executive’s service as Chief Operating Officer 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 (A) one hundred percent (100%) of his base salary in excess of the amount necessary to cover Executive’s required contributions to his employment benefits and related payroll taxes for the pay period beginning on April 1, 2020 and continuing thereafter to and through January 7, 2021, and (B) one hundred percent (100%) of his 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 April 1, 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 31, 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/ Doug Thompson  
  DOUG THOMPSON, an individual resident  
  of the Commonwealth of Kentucky  

 

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Exhibit 10.2

 

FIRST Amendment to 2018 Employment Agreement

 

THIS FIRST AMENDMENT TO 2018 EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into this 6th day of April, 2020 (the “First Amendment Effective Date”) by and between TEXAS ROADHOUSE MANAGEMENT CORP., a Kentucky corporation (the “Company”), and S. CHRIS JACOBSEN, 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 and having an effective date of January 8, 2018 (the “Employment Agreement”) relating to Executive’s service as Chief Marketing Officer 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 (A) one hundred percent (100%) of his base salary in excess of the amount necessary to cover Executive’s required contributions to his employment benefits and related payroll taxes for the pay period beginning on April 1, 2020 and continuing thereafter to and through June 30, 2020 and (B) one hundred percent (100%) of the 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 April 1, 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 31, 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/ S. Chris Jacobsen  
  S. CHRIS JACOBSEN, an individual resident  
  of the Commonwealth of Kentucky  

 

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Exhibit 10.3

 

FIRST Amendment to 2018 Employment Agreement

 

THIS FIRST AMENDMENT TO 2018 EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into this 6th day of April, 2020 (the “First Amendment Effective Date”) by and between TEXAS ROADHOUSE MANAGEMENT CORP., a Kentucky corporation (the “Company”), and TONYA ROBINSON, 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 May 18, 2018 (the “Employment Agreement”) relating to Executive’s service as Chief Financial Officer 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 her 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 (A) one hundred percent (100%) of her base salary in excess of the amount necessary to cover Executive’s required contributions to her employment benefits and related payroll taxes for the pay period beginning on April 1, 2020 and continuing thereafter to and through June 30, 2020 and (B) one hundred percent (100%) of the 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 April 1, 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 31, 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/ Tonya Robinson  
  TONYA ROBINSON, an individual resident  
  of the Commonwealth of Kentucky  

 

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