🧾 What This Document Is

This is a proxy statement (DEF 14A) for The Cheesecake Factory. It's like an invitation and instruction manual for the company's annual shareholder meeting. Shareholders use it to understand what they're voting on and to cast their votes, even if they can't attend the virtual meeting.

👉 Why it matters: As a shareholder, this is your official guide to having a say in the company's leadership and key decisions for the year ahead.

🏢 What The Company Does

In simple terms, The Cheesecake Factory is a well-known restaurant company that operates upscale, casual dining restaurants famous for their large menus and, of course, cheesecake.

👉 Key details: They operate under several brand names, employ a large workforce, and their business model involves managing a national chain of restaurants. This filing is focused on corporate governance and executive pay, not day-to-day operations.

📅 The Annual Meeting & Voting

The 2026 annual meeting is virtual-only, happening on Thursday, May 28, 2026, at 10:00 a.m. Pacific Time.

👉 How to attend/vote: You can join online at www.virtualshareholdermeeting.com/CAKE2026 using the 16-digit control number from your proxy card. You can also vote in advance online at www.proxyvote.com or by phone at 1-800-690-6903. Your vote is crucial to ensure a quorum.

🗳️ What You're Voting On

Shareholders will vote on three main proposals:

1. Elect 8 Directors: Vote to elect the entire board slate, including Chairman & CEO David Overton.
2. Ratify the Auditor: Approve KPMG LLP as the independent accounting firm for 2026.
3. "Say-on-Pay" Vote: A non-binding advisory vote to approve the compensation of the top executives (Named Executive Officers or NEOs).

👉 The Board recommends a "FOR" vote on all three proposals.

💰 Executive Compensation Deep Dive

This is the core of the document. It details how much the top executives are paid and the philosophy behind it.

The Pay Ratio (For Fiscal 2025):

• CEO's Total Compensation: $8,419,852
• Median Employee's Total Compensation: $31,381 (a part-time staff member working ~20 hours/week)
• The Ratio: The CEO made 268 times what the median employee made.
• 👉 Context: This ratio is a required disclosure. The company notes the median employee is part-time in a high-turnover industry, and the CEO's pay includes significant stock awards tied to performance.

Pay Versus Performance (PvP) Table: This complex table is required by the SEC and tries to show the link between executive pay and company performance over five years. "Compensation Actually Paid" (CAP) is a specific SEC-calculated number that includes changes in stock value.

• For the CEO (David Overton) in 2025:
  • Reported Pay (SCT Total): $8,419,852
  • SEC's "Compensation Actually Paid": $10,443,388
• Company Performance (2025 vs. 2024):
  • Net Income: $148 million (down from $157 million)
  • Adjusted EBITDAR (a key metric they use): $621 million (up from $575 million)
  • Total Shareholder Return (TSR): $150.15 (meaning a $100 investment grew to $150.15)

👉 The Big Picture: While net income dipped slightly, the company's key operational metric (Adjusted EBITDAR) and shareholder return improved. The PvP table shows executive "compensation actually paid" can swing wildly year-to-year based on stock price changes and vesting awards.

👥 Who Owns The Company? (As of March 16, 2026)

This table shows the biggest shareholders and how much stock insiders own.

Top Institutional Owners:

• FMR LLC (Fidelity): 14.9%
• BlackRock, Inc.: 14.1%
• The Vanguard Group: 11.0%

Top Insiders:

• David Overton (CEO): 7.0% (Includes ~3.07 million shares in a family trust)
• All Executive Officers & Directors as a group (13 people): 8.0%

👉 Why it matters: A few large investment firms own a huge chunk of the company. The CEO and board collectively own a meaningful but smaller stake.

🔍 How They Calculate "Adjusted" Profit

The company uses non-GAAP financial measures like Adjusted EBITDAR to show what it considers core operating performance. The appendix reconciles these to standard net income.

• Fiscal 2025 Net Income (GAAP): $148.4 million
• Fiscal 2025 Adjusted EBITDAR: $621.2 million
• The Difference: They add back items like depreciation, rent, interest, taxes, and also adjust for things like asset impairments, stock compensation, and costs related to acquisitions or debt extinguishment.

👉 Takeaway: The company wants investors to focus on "Adjusted EBITDAR" as a measure of cash-generating ability from restaurant operations, separate from accounting and financing decisions.

🧠 The Analogy

Think of this proxy statement as the board game rules and scorecard for owning a piece of The Cheesecake Factory. The "meeting" is the annual game night. The "proposals" are rule changes you're voting on. The "compensation section" is how you see if the game masters (executives) are being rewarded fairly for growing the value of the game (your investment) compared to the score (company performance).

🧩 Final Takeaway

This is your opportunity as a shareholder to approve the company's leadership, its auditor, and to voice your opinion on executive pay. The key focus is on the CEO-to-median-employee pay ratio of 268:1 and the complex link between executive compensation and company performance, which is illustrated through the required "Pay Versus Performance" table. Your vote, whether by proxy or online, directly influences corporate governance.