🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. It's like an invitation and agenda for a company's annual meeting, sent to shareholders. It tells them what will be voted on and provides background info to help them decide.

👉 In simple terms: Texas Roadhouse is asking its owners (the shareholders) to approve some key decisions and elect the people who will oversee the company for the next year. This document explains what those decisions are and gives details about the company's leadership and pay.

📅 The Big Meeting

• When: Thursday, May 21, 2026, at 9:00 a.m. Eastern Time.
• Where: Texas Roadhouse Support Center, 6040 Dutchmans Lane, Louisville, Kentucky.
• Who can vote: You must have been a shareholder of record by March 23, 2026.

🗳️ What Shareholders Are Voting On

There are three main items on the ballot. The Board recommends voting FOR all of them.

1. Proposal 1: Elect Nine Directors. Shareholders vote to choose the people who sit on the company's board. This year, all nine nominees are current board members. A director must get more "FOR" votes than "AGAINST" votes to be elected.
2. Proposal 2: Ratify the Auditor. This is a standard vote to approve the accounting firm KPMG LLP to check the company's books for 2026.
3. Proposal 3: Approve Executive Pay (Advisory Vote). This is a non-binding "say-on-pay" vote. Shareholders get to voice their opinion on how the top executives are being compensated.

👥 Meet the Board: The People in Charge

The board oversees management. Here’s a snapshot of the nine nominees for director, highlighting some key changes:

• New Faces: Elizabeth K. Ingram (CEO of White Castle) joined the board in March 2026. Hugh J. Carroll (recently retired President of International for Texas Roadhouse) joined in 2025.
• Upcoming Leadership Change: The current CEO, Gerald L. Morgan, was appointed Executive Vice Chairman in August 2025. He is being groomed to become the next Chairman of the Board when the current Chairman, Gregory N. Moore, steps down.
• Skills Mix: The board is packed with restaurant industry experts (like Jane Grote Abell of Donatos Pizza, Wayne L. Jones formerly of Anthony's Coal Fired Pizza) and financial/audit specialists (like Donna E. Epps, a former Deloitte partner).

👉 Why it matters: This shows the company is carefully planning for its future leadership while keeping deep restaurant experience at the table.

⚙️ How the Board Works (Governance)

The board has been restructuring how it oversees risks and responsibilities:

• The Board Itself now directly oversees the company's main enterprise risk program.
• Finance and Audit Committee (formerly just "Audit") focuses on financial, cyber, and AI risks.
• Talent Management and Compensation Committee now also oversees human capital strategy and succession planning.
• Nominating Committee now handles shareholder engagement and corporate sustainability oversight.

👉 Why it matters: These changes show the board is actively adapting to focus on modern risks like cybersecurity and talent management, not just financials.

💰 How Directors Get Paid

Non-employee directors are compensated mainly with company stock to align their interests with shareholders.

• Annual Cash Retainer: A fixed fee for serving on the board, plus extra for committee roles.
• Annual Stock Award: The Chairman gets about $315,000 in restricted stock units. Each other director gets about $225,000 in restricted stock units. This stock vests (they get it) over time.
• Total Cap: No director can earn more than $500,000 in total compensation (cash + stock value) in a year.

🏢 What Texas Roadhouse Does

• The Business: Texas Roadhouse is a full-service casual dining restaurant chain known for its steaks, legendary rolls, and lively atmosphere. It operates the Texas Roadhouse, Bubba’s 33, and Jaggers brands.
• Culture: The filing has a unique, folksy touch. It references the late founder, W. Kent Taylor, as "Bubba" and uses playful section headers like "Bubba Who" and "Bubba How" when discussing executive pay. This reflects the company's strong, informal culture.

🧠 The Analogy

Think of Texas Roadhouse like a very successful, family-style restaurant. The shareholders are the owners. The Board of Directors is like the head chef and kitchen managers—they don't cook every meal, but they set the menu (strategy), make sure the kitchen runs smoothly (oversight), and hire the CEO (the head cook). This proxy statement is the meeting agenda where the owners get to vote on who should be the kitchen managers and approve the plan for the coming year.

🧩 Final Takeaway

This proxy reveals a company in a steady, planned leadership transition, with deep industry expertise on its board and a culture that values its folksy, founder-inspired roots. Shareholders are being asked to ratify this structure and approve a pay plan designed to keep leadership focused on long-term performance.