0001289460 false 0001289460 2023-01-04 2023-01-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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)   January 4, 2023

 

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.

 

(b)(c)        The Board of Directors (the “Board”) of Texas Roadhouse, Inc. (the “Company”) announced the retirement of Tonya R. Robinson, the Company’s Chief Financial Officer, effective as of January 4, 2023. Ms. Robinson’s retirement 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 Ms. Robinson’s retirement from the Company, on January 5, 2023, the Company and Ms. Robinson entered into a Separation Agreement and Release of Claims (the “Agreement”). Under the Agreement, the Company will pay to Ms. Robinson an aggregate sum of $3,500,000 (less any applicable withholdings and/or deductions), which will be paid in three installments in accordance with the following schedule: (i) $1,500,000 due and payable on January 31, 2023; (ii) $500,000 due and payable on July 31, 2023; and (iii) $1,500,000 due and payable on January 31, 2024. The Agreement also provides a general release of all claims by Ms. Robinson and affirms certain obligations under her 2021 employment agreement, including, without limitation, obligations pertaining to confidentiality, non-competition, non-disparagement, non-hire, and non-solicitation.

 

Additionally, effective as of January 4, 2023, the Board appointed Keith Humpich, age 53, as the Company’s interim Chief Financial Officer. In this role, he will serve the Company on an interim basis as its principal financial officer and principal accounting officer. Mr. Humpich joined the Company in February 2005, as the Director, then Senior Director, of Internal Audit, where he served until his promotion to Vice President of Finance in 2021, where he oversees the Company’s Financial Reporting, Tax, Treasury, Internal Audit, and Financial Analysis functions. Mr. Humpich will continue the oversight of these functions during his service as interim Chief Financial Officer. Prior to joining the Company, he held several different finance and/or audit positions at Lexmark International and Ernst & Young LLP. Mr. Humpich has over 30 years of accounting, audit and finance experience. In connection with his service as interim Chief Financial Officer, Mr. Humpich will receive a $100,000 stipend per fiscal quarter (or portion thereto) in which he serves in such position, which amount will be paid in arrears. In the event Mr. Humpich only serves as interim Chief Financial Officer for a portion of any given fiscal quarter, then the $100,000 per quarter stipend will be prorated on a month-to-month basis. Mr. Humpich does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Board is conducting a national search for a new Chief Financial Officer through an executive search process.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)Exhibits

 

10.1Separation Agreement and Release of Claims dated January 5, 2023 by and between Tonya R. Robinson and Texas Roadhouse Management Corp.
 104 Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

 

2 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TEXAS ROADHOUSE, INC.
     
Date: January 6, 2023 By: /s/ Gerald L. Morgan
    Gerald L. Morgan
    Chief Executive Officer and President

 

3 

 

 

Exhibit 10.1

 

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

 

I, Tonya Robinson, understand that my employment with Texas Roadhouse Management Corp. has ended, effective January 4, 2023. I seek to resolve any issues, conflicts, or disputes I have with Texas Roadhouse Management Corp. (including its parent and affiliated organizations; its past and present officers, directors, agents, and employees; and past and present fiduciaries and administrators of its employee benefit plans) (collectively, the “Company”). Accordingly, I voluntarily enter into this Separation Agreement and Release of Claims (this “Agreement”) with the Company.

 

1.      Consideration: I understand the Company will continue to pay my salary and benefits through January 4, 2023 and, in addition, in consideration for the promises and commitments made herein, the Company will pay me a separation payment (the “Separation Payment”) in the amount of $3,500,000 (less any applicable withholdings). I realize that I am not otherwise entitled to the Separation Payment and am receiving it only because I am entering into this Agreement. I understand that I will not begin receiving the Separation Payment until after I have executed this Agreement and following completion of a seven (7) day revocation period (listed below) from the date I sign this Agreement, provided that I do not exercise my right of revocation.

 

I also understand that if I have met the conditions set forth in this Section 1, the Separation Payment will be payable to me in three (3) installments as follows (i) $1,500,000 (less applicable withholdings) due and payable on January 31, 2023; (ii) $500,000 (less applicable withholdings) due and payable on July 31, 2023; and (iii) $1,500,000 (less applicable withholdings) due and payable on January 31, 2024.

 

2.       Release: I, individually and collectively, for and on behalf of myself, my estate, agents, attorneys, successors, heirs, executors, administrators and assigns, agree not to file, pursue or prosecute any lawsuit, action, charge or claim, of any nature whatsoever, against the Company or any of its agents, directors, shareholders, parent, affiliate and/or subsidiary corporations and/or companies, joint ventures, officers, employees, representatives, attorneys, predecessors and/or successors, or against any other person or entity of any kind affiliated with the Company (collectively, the “Releasees”), both jointly and individually, and release all such claims, demands, causes of action, suits, debts, complaints, liabilities, obligations, promises, agreements, controversies, damages and expenses that are releasable by law (including, without limitation, claims for attorneys’ fees and costs actually incurred or to be incurred) of any nature or description whatsoever, in law or equity, whether known or unknown, in connection with or arising out of my employment with the Company, the terms and conditions of employment with the Company and/or my separation from employment with the Company, whether such claim is known or unknown to me, accrued or unaccrued, which I ever had, now have or may have had against Releasees since the beginning of time through the date of execution of this Agreement. This release and waiver of claims includes, but is not limited to, any and all claims arising under federal, state or local statutes, ordinances, resolutions, regulations or constitutional provisions, each as amended, regulating employment relationships or prohibiting discrimination in employment, such as, but not limited to, claims arising under: The Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq., including the Older Workers’ Benefit Protection Act; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; The Americans With Disabilities Act, as amended, 42 U.S.C. § 12101, et seq.; The Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; The Family and Medical Leave Act, as amended, 29 U.S.C. § 2601, et seq.; The Employee Retirement Income Security Act (ERISA), as amended, 29 U.S.C. § 1001, et seq., and any other laws relating to employee benefits including, but not limited to, any retirement, health or welfare benefit plans; and any state anti-discrimination and anti-retaliation statutes. This release and waiver of claims also includes, but is not limited to, any and all claims for unpaid benefits or entitlements asserted under any plan, policy, benefits offering or program (except as otherwise required by law), any and all contract or tort claims, including, without limitation, claims of wrongful discharge, retaliation for assertion of worker’s compensation rights, assault, battery, intentional infliction of emotional distress, loss of consortium, negligence, and/or defamation.

 

Page 1 of 4

 

 

Nothing in this Agreement shall be construed to prevent me from talking to, cooperating in any investigation by, and/or filing a charge with a government agency, including, but not limited to, the Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission (the “EEOC”), or any similar state or local fair employment practices administrative agency. However, by signing this Agreement, I hereby waive the right to recover from Releasees any relief from any charge or claim pursued or otherwise prosecuted by me, or by persons or entities like the EEOC acting by or through me, including, without limitation, the right to attorneys’ fees, costs, and any other relief, whether legal or equitable, sought in such charge, claim, or other proceeding.

 

3.       Deferred Compensation: Nothing set forth in this Agreement shall be deemed to limit and/or waive any rights, title and/or interests in any amounts that I may be owed under that certain Third Amended and Restated Deferred Compensation Plan of Management Corp.

 

4.      Acknowledgement and Disclaimer: I acknowledge that I have not suffered any injury or illness in my work for the Company that would give rise to a claim under worker’s compensation law. I also acknowledge that I have been fully and properly paid for all of my hours worked for the Company. I am not owed any wages, bonuses, or other sums pursuant to that certain Employment Agreement dated December 30, 2020 and having an effective date of January 8, 2021 by and between the Company and myself (the “Employment Agreement”).

 

5.       Resignation: Effective retroactively as of January 4, 2023, I relinquish my position as an officer, director, or manager, as applicable, of any of Texas Roadhouse, Inc.’s direct or indirect subsidiaries.

 

6.       Incorporation and Ratification of Ongoing Obligations: I understand that, although my employment has terminated, I remain obligated to abide by certain obligations as a result of agreements I made with the Company at the beginning of or during my employment, detailed in the Employment Agreement, and incorporated by reference herein. These ongoing obligations include my agreement not to use or disclose any of the Company’s trade secrets or confidential or proprietary information, my commitment regarding non-disparagement, my commitments regarding non-solicitation of employees and non-competition, and my promise to cooperate with the Company in litigation and/or administrative proceedings related to my former employment with the Company; provided, however, in connection with any litigation and/or administrative proceeding against the Company, I will be compensated at a reasonable rate (reasonably approved by the parties) in the event I have to participate for more than four (4) hours in any given proceeding.

 

Page 2 of 4

 

 

I specifically acknowledge and agree that I remain obligated to these commitments even if I exercise my right of revocation, detailed below. I affirm that I have returned to the Company all documents and papers (including any and all copies thereof) relating to confidential information and other property in my possession belonging to the Company.

 

7.       Review and Revocation: I understand that the Company is providing me a period of at least twenty (21) days in which to decide whether to sign this Agreement before executing it, although I may choose to sign this Agreement in fewer than twenty-one (21) days.  I also understand that, by way of this Agreement, Company has advised me to consult with an attorney before signing this Agreement. I understand that, even if I sign this Agreement, I can change my mind and revoke this Agreement within seven (7) days after I sign it by notifying Company in writing of my decision to revoke.  I realize that if I do not revoke this Agreement during that seven (7-) day period, the Agreement will become enforceable, and Company will make the Separation Payment to me as described above.

 

-- Signatures Appear on Following Page --

 

Page 3 of 4

 

 

 

IN WITNESS WHEREOF, the parties have affixed their signatures below.

 

Tonya Robinson  
   
By: /s/ Tonya Robinson  
  Tonya Robinson,  
  an individual resident of Kentucky  
   
Date: 1/5/2023 | 6:31 PM EST  
   
COMPANY  
   
TEXAS ROADHOUSE MANAGEMENT CORP.,  
a Kentucky corporation  
   
By: /s/ Jerry Morgan  
Name: Jerry Morgan  
Title: President  
   
Date: 1/5/2023 | 6:08 PM CST  

 

Page 4 of 4