Texas Roadhouse (TXRH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 15, 2025, with four key proposals for shareholder action, including director elections, auditor ratification, executive compensation approval, and a shareholder proposal on EEO-1 disclosure.

• Shareholders of record as of March 17, 2025, are eligible to vote, with multiple voting methods available.

• The Board recommends voting for all management proposals except the EEO-1 disclosure, which it opposes.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors for one-year terms; Board recommends FOR.

• Proposal 2: Ratify KPMG LLP as independent auditors for 2025; Board recommends FOR.

• Proposal 3: Advisory vote on executive compensation; Board recommends FOR.

• Proposal 4: Advisory vote on EEO-1 disclosure policy; Board recommends AGAINST, citing existing disclosures and privacy concerns.

Board of directors and corporate governance

• Board will consist of eight directors post-meeting, seven of whom are independent.

• New director Jane Grote Abell appointed in 2024, bringing extensive restaurant industry experience.

• Mandatory retirement age policy enforced; long-serving director James R. Zarley not standing for re-election.

• Board committees (audit, compensation, nominating/governance) are fully independent and meet regularly.

• Board conducts annual self-assessments and uses a skills matrix to ensure diverse expertise.