The Cheesecake Factory (CAKE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with voting on director elections, auditor ratification, and executive compensation proposals.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by phone for efficiency and environmental reasons.

• The company emphasizes its mission of guest satisfaction, commitment to quality, and dynamic leadership.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms, ratify KPMG LLP as the independent auditor for 2026, and approve executive compensation on a non-binding basis.

• The board unanimously recommends voting for all director nominees, auditor ratification, and the say-on-pay proposal.

• Shareholders may submit proposals for the 2027 meeting by December 11, 2026, and director nominations must comply with advance notice and disclosure requirements.

Board of directors and corporate governance

• The board consists of eight members, with seven deemed independent under Nasdaq rules.

• The CEO also serves as chairman; an independent lead director is appointed annually to enhance oversight.

• Committees include Audit, Compensation, and Governance, each with defined charters and annual evaluations.

• The board values diversity, integrity, and a mix of skills in director candidates, with a formal nominations policy and stockholder engagement practices.

• Directors are required to own stock equal to four times the annual cash fee, and hedging or pledging company stock is prohibited.