Texas Roadhouse, Inc. 8-K

What Happened
Texas Roadhouse, Inc. filed an 8-K dated May 22, 2026 reporting the results of its Annual Meeting of Shareholders held that day. All nominated directors were elected; the shareholders ratified KPMG LLP as the company’s independent auditors for fiscal 2026; and the company’s advisory (non-binding) say-on-pay vote for named executive officers was approved.

Key Details

• Director elections: All nominees were elected. Example vote totals (For / Withheld / Abstain; broker non-votes 4,624,954):
  • Jane Grote Abell: 55,594,664 / 347,564 / 27,247
  • Gregory N. Moore: 54,398,238 / 1,542,883 / 28,354 (highest withheld votes among nominees)
  • Elizabeth K. Ingram: 55,810,651 / 131,924 / 26,900
• Auditor ratification: KPMG LLP ratified as independent auditors — For 59,265,718; Against 1,303,270; Abstain 25,441.
• Advisory vote on executive compensation: Approved — For 54,319,888; Against 1,606,486; Abstain 43,101; broker non-votes 4,624,954.
• Filing and signature: Form 8-K filed May 22, 2026, signed by Michael S. Lenihan, Chief Financial Officer.

Why It Matters
These results confirm board continuity and strong shareholder support for Texas Roadhouse’s corporate governance and executive pay practices. Ratification of KPMG as auditor secures the company’s external audit provider for fiscal 2026. The advisory compensation vote is non-binding but a substantial affirmative vote (vast majority of shares cast) signals shareholder approval of the company’s pay policies, which can affect investor confidence and governance oversight.