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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 18, 2021
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.
(c) On
March 18, 2021, the Board of Directors (the “Board”) of Texas Roadhouse, Inc. (the “Company”) appointed
Gerald L. Morgan, 60, the Company’s President, to serve as the Company’s Chief Executive Officer effective immediately.
Mr. Morgan’s appointment is consistent with the Company’s succession plan following the death of W. Kent Taylor on
March 18, 2021. Mr. Morgan was recently appointed the Company’s President on December 17, 2020. He joined Texas Roadhouse
in 1997 as a Managing Partner in Grand Prairie, Texas. Based on the performance of the Grand Prairie restaurant in 2000, he was
named Managing Partner of the Year in 2001. He was promoted to Market Partner in 2001 and then subsequently promoted to Regional
Market Partner in 2015. Before joining the Company, Mr. Morgan was a multi-unit operator with Bennigan’s Restaurants. Mr.
Morgan has over 30 years of restaurant industry experience. As a part of his appointment to Chief Executive Officer, Mr. Morgan
remained the President of the Company.
Except as set forth below, Mr. Morgan has
not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K. Mr. Morgan currently holds a beneficial ownership interest in certain franchise restaurants described below. As of December
29, 2020, Mr. Morgan’s beneficial ownership interest in such franchised Texas Roadhouse restaurants is set forth in the table
below.
| Restaurant |
|
Morgan Ownership |
|
|
Initial Franchisee Fee |
|
|
Royalty Rate |
|
|
Royalties Paid to
Us
in Fiscal
Year 2020
($) |
|
Management or
Supervision Fees
Paid to Us in Fiscal
Year 2020
($) |
|
| Brownsville, TX |
|
3.07 |
% |
|
— |
|
|
4.0 |
% |
|
259,995 |
|
32,499 |
|
| McKinney, TX |
|
2.0 |
% |
|
— |
|
|
4.0 |
% |
|
257,036 |
|
32,129 |
|
For the 2020 fiscal year, the total amount
of distributions received by Mr. Morgan relating to his ownership interests in the above-referenced restaurants was $25,907. These
amounts do not reflect compensation paid by the Company to Mr. Morgan during these periods; rather, these amounts were paid by
the applicable entity and reflect a return on investment in these separate restaurant locations.
Additionally, Mr. Morgan currently holds
an ownership interest in the Texas Roadhouse restaurant in Mansfield, Texas, which is a restaurant that is owned by an entity that
the Company controls and in which the Company holds a 52.5% ownership interest. As of December 29, 2020, Mr. Morgan beneficially
owned a 34.5% ownership interest in the Mansfield, Texas restaurant (32.0% interest directly and 2.5% interest indirectly through
his parents), which entity paid $231,811 to us for management and supervision fees in fiscal year 2020. Further, the total amount
of distributions related to the 34.5% beneficial ownership interest in the Mansfield, Texas restaurant for the 2020 fiscal year
was $179,690. These amounts do not reflect compensation paid by the Company to Mr. Morgan during the 2020 fiscal year; rather,
these amounts were paid by the applicable entity and reflect a return on investment in this restaurant location. Additional information
regarding prior indebtedness to the Company of the Mansfield, Texas restaurant is set forth in the Company’s Current Report
on Form 8-K dated December 17, 2020.
Item 7.01. Regulation FD Disclosure.
On March 18, 2021, the Company issued a
press release announcing the death of its founder, Chairman and Chief Executive Officer, W. Kent Taylor, on March 18, 2021. A copy
of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
On March 19, 2021, the Company issued a
press release announcing the appointment of Gerald L. Morgan as the Company’s Chief Executive Officer. A copy of the press
release is furnished with this Current Report on Form 8-K as Exhibit 99.2.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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 19, 2021 |
|
By: |
/s/ Tonya Robinson |
| |
|
|
Tonya Robinson |
| |
|
|
Chief Financial Officer |
