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Home / Companies / Texas Roadhouse, Inc. / 16 May 2024

Meeting · year to 30 June 2024635 filers reporting

Texas Roadhouse, Inc.: meeting of 16 May 2024

Votes reported on Form N-PX, item by item

635 Form N-PX filers reported votes at the Texas Roadhouse, Inc. meeting of 16 May 2024. Their records fall into 9 items below, in ballot order: management items first, then proposals from security holders. Each bar shows how the reporting filers split; it is not the result of the meeting.

foragainstabstain, withhold or otheramber tick: the portion cast against management

Items

1

DIRECTOR ELECTIONSIssuer

Director elections

9 nominees; 96.6% of reported votes for; 23 filers withheld from or voted against at least one nominee.

4,410 vote records from 219 filers. 1 of the 218 filers that marked the item either way voted against management. 1 filer reported this item without a management mark.

99.5% for0.0% against0.5% other0.5% against management219 filers
2

SECTION 14A SAY-ON-PAY VOTESIssuer

Advisory vote on executive pay (say-on-pay)

1,085 vote records from 624 filers. 334 of the 611 filers that marked the item either way voted against management. 13 filers reported this item without a management mark.

43.6% for54.2% against2.2% other54.7% against management624 filers62.8% for37.2% against0.1% other37.0% against management66,113,228 reported shares
3

AUDIT-RELATEDIssuer

Audit-related items (auditor ratification)

487 vote records from 216 filers. 4 of the 215 filers that marked the item either way voted against management. 1 filer reported this item without a management mark.

98.1% for1.4% against0.5% other1.9% against management216 filers99.9% for0.0% against0.1% other0.1% against management28,579,705 reported shares
4

SHAREHOLDER RIGHTS AND DEFENSESIssuer

SHAREHOLDER RIGHTS AND DEFENSES: management items

Management items in this category are shown together; filers word and number them differently.

57 vote records from 31 filers. 1 of the 30 filers that marked the item either way voted against management. 1 filer reported this item without a management mark.

96.8% for0.0% against3.2% other3.3% against management31 filers99.4% for0.0% against0.6% other0.6% against management3,963,491 reported shares, counted once per item in this group
5

CAPITAL STRUCTUREIssuer

CAPITAL STRUCTURE: management items

Management items in this category are shown together; filers word and number them differently.

427 vote records from 189 filers. 0 of the 188 filers that marked the item either way voted against management. 1 filer reported this item without a management mark.

100.0% for0.0% against0.0% against management189 filers100.0% for0.0% against0.0% against management24,595,936 reported shares, counted once per item in this group
6

COMPENSATIONIssuer

COMPENSATION: management items

Management items in this category are shown together; filers word and number them differently.

16 vote records from 12 filers. 2 of the 12 filers that marked the item either way voted against management.

66.7% for25.0% against8.3% other16.7% against management12 filers83.4% for16.6% against12.8% against management23,744 reported shares, counted once per item in this group
7

CORPORATE GOVERNANCEIssuer

CORPORATE GOVERNANCE: management items

Management items in this category are shown together; filers word and number them differently.

966 vote records from 215 filers. 2 of the 214 filers that marked the item either way voted against management. 1 filer reported this item without a management mark.

87.0% for0.5% against12.6% other0.9% against management215 filers93.6% for6.4% against0.1% other6.2% against management56,292,415 reported shares, counted once per item in this group
8

ENVIRONMENT OR CLIMATESecurity holder

An Advisory Vote on a Shareholder Proposal Regarding the Issuance of a Climate Report.

483 vote records from 214 filers. 83 of the 213 filers that marked the item either way voted against management. 1 filer reported this item without a management mark.

36.9% for61.2% against1.9% other39.0% against management214 filers13.7% for85.5% against0.9% other15.0% against management28,446,912 reported shares
9

Several categoriesSecurity holder

Shareholder proposals (not separable from the filings)

Filers described these proposals in wordings that could not be matched to one another, so they are shown together.

1 vote records from 1 filers. 0 of the 1 filers that marked the item either way voted against management.

0.0% for100.0% against0.0% against management1 filers0.0% for100.0% against0.0% against management5,999 reported shares, counted once per item in this group

How the largest families voted

Family1. Directors2. Say-on-pay3. Auditor8. Proposal
VanguardForForForAgainst
BlackRock and iSharesForForForAgainst
FidelityForForForAgainst
DimensionalForAgainst *ForAgainst
State Street and SPDRForForForAgainst
American CenturyForAgainst *ForFor *
Franklin TempletonForForForAgainst
InvescoForForForAgainst
EquitableForForForAgainst
Charles SchwabForAgainst *ForAgainst
Nuveen and TIAAForForForFor *
ProShares and ProFundsForAgainst *ForFor *
John Hancock and ManulifeForAgainst *ForFor *
Morgan Stanley, Eaton Vance and CalvertForAgainst *ForFor *
J.P. MorganForForForAgainst
Goldman SachsForForForAgainst
WisdomTreeForAgainst *ForAgainst
PGIM and PrudentialForAgainst *ForAgainst
Jackson National fundsForAgainst *ForAgainst
Northern Trust and FlexSharesForForForFor *
SEIForAgainst *ForAgainst
T. Rowe PriceForForForAgainst
ThriventForForForAgainst
Lincoln FinancialForAgainstForFor *
VoyaForAgainst *ForFor *
First TrustForAgainst *ForAgainst
Russell InvestmentsForAgainst *ForAgainst
NationwideForForForAgainst
Victory CapitalForAgainst *ForFor *
Brighthouse FundsForAgainstForAgainst
Guggenheim and RydexForAgainst *ForFor *
Columbia ThreadneedleForAgainst *ForFor *
BNY MellonForAgainst *ForAgainst
PrincipalForAgainst *ForAgainst
Capital Group and American FundsNo reportSplit or no voteNo reportNo report
Pacific Life fundsForForForAgainst
MFSForAgainst *ForFor *
TransamericaForForForAgainst
Federated HermesForForForAgainst
AllianceBernsteinForForForAgainst
Hartford FundsForForForAgainst
DWSNo reportAgainst *No reportNo report
PIMCOForAgainst *Against *For *
AllspringForAgainst *ForFor *
MassMutualForForForAgainst
Harbor FundsForForForAgainst
Macquarie and Delaware FundsForAgainst *ForAgainst
Janus HendersonNo reportAgainst *No reportNo report
Neuberger BermanForForForAgainst
Natixis and Loomis SaylesForAgainst *ForAgainst
Lord AbbettForAgainst *ForAgainst
BairdNo reportAgainst *No reportNo report

* against management. A family's position is the way most of its reported shares were voted across its filers; "split" means no single position led. "No report" means none of the family's filers listed the item.

Questions

How did large funds vote at the Texas Roadhouse, Inc. meeting?

635 Form N-PX filers reported votes at the meeting of 16 May 2024. On say-on-pay, 334 of 611 voted against management (54.7%). One proposal from security holders could be told apart in the filings. The family table lists each of the largest families item by item.

Is this the meeting result?

No. These are the votes of funds and managers that file Form N-PX, counted by filer and by the shares they reported. The certified result, which includes every shareholder, is reported by Texas Roadhouse, Inc. on Form 8-K.

Why are director elections shown as counts only?

Director records name the nominee. This site does not publish pages or rows about individuals, so for director elections it keeps the number of nominees and the split of votes and discards the wording.

Every meeting on file for Texas Roadhouse, Inc.

Provenance: SEC EDGAR, Form N-PX and N-PX/A filings listing Texas Roadhouse, Inc. with a meeting date within three days of 16 May 2024. Proposal titles are the most common wording among filers and are replaced by the SEC category where a wording could name a person. Not verified by the SEC. Filings read through 23 Sep 2026.