Cheesecake Factory Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees (Edie A. Ames; Alexander L. Cappello; Khanh Collins; Adam S. Gordon; Jerome I. Kransdorf; Janice L. Meyer; David Overton; and David B. Pittaway) to serve as directors until the 2027 annual meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

   More detail

   The proposal asks stockholders to ratify the Audit Committee’s selection of KPMG LLP as independent auditor for fiscal 2026. Management seeks this non-binding ratification to follow governance best practices and to obtain a shareholder endorsement of the Audit Committee’s judgment regarding auditor independence, experience, and continuity; KPMG has been the auditor since 2018, and the Audit Committee retains discretion to replace the firm if stockholders disapprove. The proxy discloses audit and non-audit fees and describes pre-approval policies and the Audit Committee’s oversight role, which supports management’s recommendation. The Board recommends a FOR vote, emphasizing continuity, familiarity with the Company, and Audit Committee oversight of auditor independence and fees. As a routine matter under Nasdaq/SEC rules, broker non-votes generally will not occur for this proposal.

3. 3

   Non-Binding, Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory approval of the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding advisory approval of the named executive officers’ compensation (“say-on-pay”). Management explains that its compensation program emphasizes performance-based short- and long-term incentives tied to adjusted EBITDAR, strategic goals, and multi-year equity performance conditions; the Compensation Committee uses independent consultants, peer benchmarking, stock ownership guidelines, and a clawback policy to align pay with shareholder interests. The board seeks shareholder affirmation of these policies to validate its approach to executive pay. The proxy provides detailed disclosure of pay practices, annual bonus outcomes, long-term equity grants, employment agreements, severance/change-in-control arrangements, pension/retirement benefits (notably a Founder’s Retirement Benefit), and pay-versus-performance metrics. The Board recommends a FOR vote, and notes the advisory nature of the vote and that it will consider the outcome in future compensation decisions.

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When is the Cheesecake Factory Inc 2026 annual meeting?

Cheesecake Factory Inc (CAKE) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Cheesecake Factory Inc 2026 meeting?

The record date for the Cheesecake Factory Inc 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cheesecake Factory Inc's 2026 meeting?

The board is presenting 8 director nominees at the Cheesecake Factory Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cheesecake Factory Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Cheesecake Factory Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.