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TEXAS ROADHOUSE, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

May 27, 2014



ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 22, 2014, Texas Roadhouse, Inc. (the "Company") held its Annual Meeting of Shareholders. The matters voted on by stockholders and the voting results are as follows:

A. Election of directors. All nominees for the Company's Board of Directors were elected. Name For Withheld Abstain Broker Non-Votes James R. Ramsey 32,999,474 28,381,346 - 5,567,441 James R. Zarley 32,868,475 28,512,345 - 5,567,441



B. Ratification of the audit committee's selection of KPMG LLP as the Company's independent auditors for the fiscal year 2014. The selection of KPMG LLP was ratified.

For Against Abstain Broker Non-Votes 66,017,009 920,170 11,082 -



C. Advisory Vote on Executive Compensation. The compensation of the named executive officer was approved, on an advisory basis.

For Against Abstain Broker Non-Votes 56,213,675 5,137,277 29,868 5,567,441



D. Advisory Vote on Declassification of the Board of Directors. The proposal was approved, on an advisory basis.

For Against Abstain Broker Non-Votes 49,840,249 11,495,636 43,935 5,568,441

ITEM 8.01. OTHER EVENTS



On May 23, 2014, the Company announced its second quarter 2014 cash dividend. The public announcement was made by means of a news release, the text of which is set forth at Exhibit 99.1 hereto.

On May 23, 2014, the Company also announced that its Board of Directors approved a stock repurchase program under which it authorized the Company to repurchase up to $100 million of its common stock. The Board of Directors cancelled the previous stock repurchase program, which had no expiration date.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS 99.1 Press Release dated May 23, 2014. 2



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Source: Edgar Glimpses


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