Chuy's (CHUY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 1, 2024, at company headquarters in Austin, TX, with voting on key governance and compensation matters.

• Shareholders of record as of June 4, 2024, are eligible to vote; 17,230,284 shares outstanding.

• Proxy solicitation managed by Georgeson LLC for a base fee of $9,500 plus expenses.

Voting matters and shareholder proposals

• Election of two directors for three-year terms expiring in 2027.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on frequency of future say-on-pay votes, with board recommending annual votes.

• Approval of amendment to declassify the board of directors, transitioning to annual elections by 2027.

• Ratification of RSM US LLP as independent auditor for 2024.

• Shareholder proposals for 2025 must be received by February 14, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, five of whom are independent; diversity in gender and background.

• Board divided into three classes; declassification proposed to phase in annual elections by 2027.

• Committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Board skills matrix highlights expertise in leadership, finance, operations, technology, and marketing.

• Code of business conduct and ethics, insider trading policy, and regular review of governance practices.