Independent
Tenure on this board
2.4 yrs
Meeting calendar
TXRH · Annual meeting · Thursday, May 21, 2026
Texas Roadhouse Inc
9 nominees · 3 ballot items.
Elect nine directors; ratify KPMG LLP as independent auditors for 2026; and hold an advisory (non-binding) vote to approve executive compensation (Say-on-Pay).
Market cap
$13.0B
1Y TSR
+2.3%
Board grade
B
Record date
Mar 23, 2026
Filing
DEF 14A
Meeting concluded · May 21, 2026
Follow how the vote landed and what changed on Texas Roadhouse Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElection of nine directors to the Board for one-year terms.
- 2
Ratification of Independent Auditors
ManagementBoard: FORRatify the appointment of KPMG LLP as the Company’s independent auditors for the 2026 fiscal year.
More detail
This proposal asks shareholders to ratify KPMG LLP as the Company’s independent auditors for fiscal year 2026. Management and the Audit (Finance and Audit) Committee are seeking shareholder approval to continue the engagement of KPMG, citing the committee’s annual evaluation of auditor independence, service quality, expertise, resource availability, and fees. Ratification is routine and allows shareholders to provide input; even if not ratified the committee could still retain or replace auditors. The board recommends a vote FOR based on the committee’s review of KPMG’s qualifications, prior performance, and the belief retaining KPMG is in the best interests of the Company and its shareholders.
- 3
Advisory Vote on Approval of Executive Compensation
ManagementBoard: FORNon-binding advisory vote to approve the compensation of the Company’s Named Executive Officers (Say-on-Pay).
More detail
This management-sponsored advisory proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the proxy statement (including the Compensation Discussion and Analysis and compensation tables). Management seeks a non-binding endorsement of its pay practices to demonstrate shareholder support for executive pay design and implementation. The Compensation Committee designed pay to align with long-term shareholder value using base salary, annual cash bonuses tied to financial and operational metrics, service-based and performance-based restricted stock units, and long-term retention awards. The committee considered shareholder feedback and market benchmarking in designing the 2025 and 2026 programs, including adjustments to performance periods, bonus metrics for 2026 (profit sharing, traffic growth, store week growth), and other terms. The board recommends a vote FOR, citing robust engagement, alignment of pay with performance, use of problematic controls like clawbacks and double-trigger change-in-control vesting, and the Compensation Committee’s annual review of incentive programs to avoid excessive risk-taking.
Director elections
Nominees on the ballot9
Not independent
Tenure on this board
0.9 yrs
Independent
Tenure on this board
6.1 yrs
Also a director at
Seaport Entertainment Group Inc (SEG)
Independent
Tenure on this board
4.8 yrs
Also a director at
Saia Inc (SAIA)Texas Pacific Land Corp (TPL)
Independent
Tenure on this board
0.4 yrs
Also a director at
M/I Homes Inc (MHO)
Independent
Tenure on this board
3.1 yrs
Independent
Tenure on this board
21.3 yrs
Not independent
Tenure on this board
5.1 yrs
Independent
Tenure on this board
7.9 yrs
Also a director at
Talkspace Inc (TALK)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 6.7% | 4,382,209 | $724M |
| 2 | BlackRock, Inc. | 6.2% | 4,046,751 | $668M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 5.5% | 3,584,132 | $587M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 3,088,501 | $510M |
| 5 | ALLIANCEBERNSTEIN L.P. | 4.6% | 3,034,022 | $504M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,965,559 | $490M |
| 7 | STATE STREET CORP | 3.1% | 2,039,614 | $337M |
| 8 | BlackRock, Inc. | 2.9% | 1,929,947 | $319M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.3% | 1,529,501 | $253M |
| 10 | FMR LLC | 2.3% | 1,481,385 | $245M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
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Reference
Frequently asked questions
- When is the Texas Roadhouse Inc 2026 annual meeting?
- Texas Roadhouse Inc (TXRH) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.
- What is the record date for the Texas Roadhouse Inc 2026 meeting?
- The record date for the Texas Roadhouse Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Texas Roadhouse Inc's 2026 meeting?
- The board is presenting 9 director nominees at the Texas Roadhouse Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Texas Roadhouse Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Texas Roadhouse Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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