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TEXAS ROADHOUSE INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and TEXAS ROADHOUSE INC.’s Form 8-K (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 19Reported items
  • 479Asset managers
  • 8,033Fund votes
  • 2024-05-16Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore TEXAS ROADHOUSE INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by TEXAS ROADHOUSE INC.

These tallies are TEXAS ROADHOUSE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

TEXAS ROADHOUSE INC. — official shareholder meeting results, meeting held 2024-05-16
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Jane Grote Abell 55,123,253---- 1,201,5475,210,629 Majority: yes
Elect Director: Michael A. Crawford 53,219,014---- 3,105,7865,210,629 Majority: yes
Elect Director: Donna E. Epps 54,550,382---- 1,774,4185,210,629 Majority: yes
Elect Director: Wayne L. Jones 54,964,037---- 1,360,7635,210,629 Majority: yes
Elect Director: Gregory N. Moore 50,724,488---- 5,600,3125,210,629 Majority: yes
Elect Director: Gerald L. Morgan 54,704,991---- 1,619,8095,210,629 Majority: yes
Elect Director: Curtis A. Warfield 54,541,451---- 1,783,3495,210,629 Majority: yes
Elect Director: Kathleen M. Widmer 52,699,424---- 3,625,3765,210,629 Majority: yes
Elect Director: James R. Zarley 53,800,984---- 2,523,8165,210,629 Majority: yes
The selection of KPMG LLP was ratified as follows: 59,258,0071,799,520477,902 ---- Majority: yes
2 C. Advisory Vote on Executive Compensation. 34,118,02822,070,248136,524 --5,210,629 Majority: yes
The proposal to amend the Company's Amended and Restated Certificate of Incorporation to remove all references to Class B shares was approved as follows: 55,798,82230,449495,529 --5,210,629 Majority: yes
The proposal to amend the Company's Amended and Restated Certificate of Incorporation to provide for an exculpation of officers as permitted by Delaware law was approved as follows: 46,230,8419,593,697500,262 --5,210,629 Majority: yes
The proposal to amend the Company's Bylaws to reduce the ownership percentage required for shareholders to call a special meeting from 50% to 25% was approved as follows: 60,785,478149,275600,676 ---- Majority: yes
The shareholder proposal regarding the issuance of a climate report was not approved, on an advisory basis, as follows: 15,600,53540,204,416519,849 --5,210,629 Majority: no

This meeting is also recorded here as 2024-05-17; both records come from the same filing, so the date should be checked against it.

Source: TEXAS ROADHOUSE INC., Form 8-K — read the filing on EDGAR.

How asset managers voted at the TEXAS ROADHOUSE INC. 2023-2024 meeting

Each item below shows how the 479 asset managers that disclosed a TEXAS ROADHOUSE INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of TEXAS ROADHOUSE INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Say on Pay - An Advisory Vote on the Approval of Executive Compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 16 wordings of this item as funds reported it.

61% Majority: yes · of votes cast

FOR 61%AGAINST 39%
FOR: 34,118,028AGAINST: 22,070,248

TEXAS ROADHOUSE INC.’s own tally for this item (“2 C. Advisory Vote on Executive Compensation.”): 34,118,028 for, 22,070,248 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 51.0% for, 33% against (84% of the company cast a for/against vote).

The 475 asset managers below cast 62% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 62%AGAINST 38%
FOR: 62.3%AGAINST: 37.6%ABSTAIN: 0.1%NOT VOTED: 0.0%
Largest asset managers voting on “Say on Pay - An Advisory Vote on the Approval of Executive Compensation.” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,242,7850 00For
BlackRock5,858,06172,079 00For
Invesco3,775,974262,110 00For
Neuberger Berman2,662,6480 00For
State Street2,216,48764,658 00For
Man Group plc01,895,180 00Against
JPMorgan1,699,4829,264 00For
Fidelity1,555,68081,766 00For
Charles Schwab01,567,760 00Against
NORDEA INVESTMENT MANAGEMENT AB01,352,369 00Against
T. Rowe Price1,319,0410 00For
Wellington1,133,3560 00For
GEODE CAPITAL MANAGEMENT, LLC1,110,7310 00For
GW&K Investment Management, LLC2,8961,016,030 00Against
Thrivent951,1680 00For
Citadel941,5010 00For
AllianceBernstein929,1550 00For
Victory Capital0882,145 00Against
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST0840,186 00Against
Dimensional0796,811 00Against
Holocene Advisors, LP661,0180 00For
Northern Trust588,4463,434 00For
MELLON INVESTMENTS Corp0586,775 00Against
Columbia Threadneedle0558,937 00Against
WESTFIELD CAPITAL MANAGEMENT CO LP498,00731,990 00For

Showing the 25 largest of 475 asset managers. See all 475 in the interactive database.

2. Proposal to Amend the Company's Certificate of Incorporation to Remove References to Class B Shares.

CAPITAL STRUCTUREMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 55,798,822AGAINST: 30,449

TEXAS ROADHOUSE INC.’s own tally for this item (“The proposal to amend the Company's Amended and Restated Certificate of Incorporation to remove all references to Class B shares was approved as follows:”): 55,798,822 for, 30,449 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 83% for, 0.1% against (84% of the company cast a for/against vote).

The 132 asset managers below cast 100% of the shares they voted on this item FOR (27,713,758 for, 0 against).

FOR 99.9%
FOR: 27,713,758 (99.9%)ABSTAIN: 24,328 (0.1%)
Largest asset managers voting on “Proposal to Amend the Company's Certificate of Incorporation to Remove References to Class B Shares.” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,7540 00For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

3. Election of Directors: Curtis A. Warfield

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 54,541,451WITHHELD: 1,783,349

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Curtis A. Warfield”): 54,541,451 for, 1,783,349 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 82% for, 3% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,552,864 for, 0 against).

FOR 99.2%
FOR: 27,552,864 (99.2%)ABSTAIN: 214,915 (0.8%)
Largest asset managers voting on “Election of Directors: Curtis A. Warfield” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,5920 1620For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

4. Election of Directors: Gerald L. Morgan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 54,704,991WITHHELD: 1,619,809

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Gerald L. Morgan”): 54,704,991 for, 1,619,809 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 82% for, 2% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,743,363 for, 0 against).

FOR 99.9%
FOR: 27,743,363 (99.9%)ABSTAIN: 24,416 (0.1%)
Largest asset managers voting on “Election of Directors: Gerald L. Morgan” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,6680 860For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

5. Election of Directors: Gregory N. Moore

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 50,724,488WITHHELD: 5,600,312

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Gregory N. Moore”): 50,724,488 for, 5,600,312 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 76% for, 8% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,338,813 for, 0 against).

FOR 98%
FOR: 27,338,813 (98.5%)ABSTAIN: 428,966 (1.5%)
Largest asset managers voting on “Election of Directors: Gregory N. Moore” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,6120 1420For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse342,6770 70,8470For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles00 241,8790Abstain
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

6. Election of Directors: James R. Zarley

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 53,800,984WITHHELD: 2,523,816

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: James R. Zarley”): 53,800,984 for, 2,523,816 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 80% for, 4% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,729,460 for, 0 against).

FOR 99.8%
FOR: 27,729,460 (99.9%)ABSTAIN: 38,319 (0.1%)
Largest asset managers voting on “Election of Directors: James R. Zarley” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,6680 860For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

7. Election of Directors: Jane Grote Abell

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 55,123,253WITHHELD: 1,201,547

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Jane Grote Abell”): 55,123,253 for, 1,201,547 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 82% for, 2% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,743,331 for, 0 against).

FOR 99.9%
FOR: 27,743,331 (99.9%)ABSTAIN: 24,448 (0.1%)
Largest asset managers voting on “Election of Directors: Jane Grote Abell” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,7540 00For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

8. Election of Directors: Kathleen M. Widmer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 52,699,424WITHHELD: 3,625,376

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Kathleen M. Widmer”): 52,699,424 for, 3,625,376 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 79% for, 5% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,233,694 for, 0 against).

FOR 98%
FOR: 27,233,694 (98.1%)ABSTAIN: 534,085 (1.9%)
Largest asset managers voting on “Election of Directors: Kathleen M. Widmer” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,5920 1620For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse342,6770 70,8470For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles00 241,8790Abstain
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

9. Election of Directors: Michael A. Crawford

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 53,219,014WITHHELD: 3,105,786

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Michael A. Crawford”): 53,219,014 for, 3,105,786 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 80% for, 5% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,424,194 for, 0 against).

FOR 99%
FOR: 27,424,194 (98.8%)ABSTAIN: 343,585 (1.2%)
Largest asset managers voting on “Election of Directors: Michael A. Crawford” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,6680 860For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse342,6770 70,8470For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles00 241,8790Abstain
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

10. Election of Directors: Wayne L. Jones

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 54,964,037WITHHELD: 1,360,763

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Wayne L. Jones”): 54,964,037 for, 1,360,763 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 82% for, 2% withheld (84% of the company cast a for/withheld vote).

The 131 asset managers below cast 100% of the shares they voted on this item FOR (27,743,449 for, 0 against).

FOR 99.9%
FOR: 27,743,449 (99.9%)ABSTAIN: 24,330 (0.1%)
Largest asset managers voting on “Election of Directors: Wayne L. Jones” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,7540 00For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

11. Proposal to Amend the Company's Bylaws to Reduce the Ownership Percentage Required for Shareholders to Request a Special Meeting of Shareholders from 50% to 25%.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 60,785,478AGAINST: 149,275

TEXAS ROADHOUSE INC.’s own tally for this item (“The proposal to amend the Company's Bylaws to reduce the ownership percentage required for shareholders to call a special meeting from 50% to 25% was approved as follows:”): 60,785,478 for, 149,275 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 91% for, 0.3% against (91% of the company cast a for/against vote).

The 131 asset managers below cast 99.9% of the shares they voted on this item FOR (27,740,804 for, 2,647 against).

FOR 99.9%
FOR: 27,740,804 (99.9%)AGAINST: 2,647 (0.0%)ABSTAIN: 24,328 (0.1%)
Largest asset managers voting on “Proposal to Amend the Company's Bylaws to Reduce the Ownership Percentage Required for Shareholders to Request” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,7540 00For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

12. Election of Directors: Donna E. Epps

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 54,550,382WITHHELD: 1,774,418

TEXAS ROADHOUSE INC.’s own tally for this item (“Elect Director: Donna E. Epps”): 54,550,382 for, 1,774,418 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 82% for, 3% withheld (84% of the company cast a for/withheld vote).

The 130 asset managers below cast 100% of the shares they voted on this item FOR (27,582,452 for, 0 against).

FOR 99.3%
FOR: 27,582,452 (99.3%)ABSTAIN: 185,187 (0.7%)
Largest asset managers voting on “Election of Directors: Donna E. Epps” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,5920 1620For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse389,1960 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM206,6400 00For

Showing the 25 largest of 130 asset managers. See all 130 in the interactive database.

13. Proposal to Amend the Company's Certificate of Incorporation to Provide for the Exculpation of Officers as Permitted by Delaware Law.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST 17%
FOR: 46,230,841AGAINST: 9,593,697

TEXAS ROADHOUSE INC.’s own tally for this item (“The proposal to amend the Company's Amended and Restated Certificate of Incorporation to provide for an exculpation of officers as permitted by Delaware law was approved as follows:”): 46,230,841 for, 9,593,697 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 69% for, 14% against (84% of the company cast a for/against vote).

The 129 asset managers below cast 88% of the shares they voted on this item FOR (24,507,892 for, 3,205,415 against).

FOR 88%12%
FOR: 24,507,892 (88.4%)AGAINST: 3,205,415 (11.6%)ABSTAIN: 24,328 (0.1%)
Largest asset managers voting on “Proposal to Amend the Company's Certificate of Incorporation to Provide for the Exculpation of Officers as Per” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,149,6300 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,289,347114,634 00For
Neuberger Berman01,042,560 00Against
Charles Schwab774,5960 00For
JPMorgan0680,361 00Against
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,69856 00For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Nationwide414,8290 00For
Brighthouse249,386139,810 24,3280For
Delaware/Macquarie410,3360 00For
Jackson National306,43972,820 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles0241,879 00Against
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs221,6845,729 00For
AIG/SunAmerica223,7960 00For
Prudential/PGIM240206,400 00Against

Showing the 25 largest of 129 asset managers. See all 129 in the interactive database.

14. An Advisory Vote on a Shareholder Proposal Regarding the Issuance of a Climate Report.

ENVIRONMENT OR CLIMATEMajority of the votes cast: no

Combines 5 wordings of this item as funds reported it.

28% Majority: no · of votes cast

FOR 28%AGAINST 72%
FOR: 15,600,535AGAINST: 40,204,416

TEXAS ROADHOUSE INC.’s own tally for this item (“The shareholder proposal regarding the issuance of a climate report was not approved, on an advisory basis, as follows:”): 15,600,535 for, 40,204,416 against, per its Form 8-K (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 23% for, 60% against (83% of the company cast a for/against vote).

The 127 asset managers below cast 14% of the shares they voted on this item FOR (3,398,200 for, 20,397,842 against).

FOR 14%AGAINST 85%
FOR: 3,398,200 (14.1%)AGAINST: 20,397,842 (84.8%)ABSTAIN: 249,227 (1.0%)
Largest asset managers voting on “An Advisory Vote on a Shareholder Proposal Regarding the Issuance of a Climate Report.” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard07,149,630 00Against
Invesco01,928,668 00Against
Fidelity7001,403,281 00Against
Neuberger Berman01,042,560 00Against
Charles Schwab0774,596 00Against
JPMorgan0680,361 00Against
Dimensional17,355616,165 00Against
Columbia Threadneedle558,9370 00For
State Street39,281450,473 00Against
T. Rowe Price0481,299 00Against
Thrivent0471,023 00Against
Nationwide47,953366,876 00Against
Brighthouse25,797362,297 25,4300Against
Delaware/Macquarie18,136392,200 00Against
Jackson National69,336309,923 00Against
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein0317,670 00Against
FRANKLIN STRATEGIC SERIES0249,500 00Against
Loomis Sayles0241,879 00Against
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs11,300216,113 00Against
AIG/SunAmerica00 223,7960Abstain
Prudential/PGIM0206,640 00Against
AMG FUNDS0206,103 00Against

Showing the 25 largest of 127 asset managers. See all 127 in the interactive database.

15. Proposal to Ratify the Appointment of KPMG LLP as Texas Roadhouse's Independent Auditors for 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 59,258,007AGAINST: 1,799,520

TEXAS ROADHOUSE INC.’s own tally for this item (“The selection of KPMG LLP was ratified as follows:”): 59,258,007 for, 1,799,520 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 89% for, 3% against (91% of the company cast a for/against vote).

The 119 asset managers below cast 99.9% of the shares they voted on this item FOR (23,809,782 for, 3,203 against).

FOR 99.9%
FOR: 23,809,782 (100.0%)AGAINST: 3,203 (0.0%)
Largest asset managers voting on “Proposal to Ratify the Appointment of KPMG LLP as Texas Roadhouse's Independent Auditors for 2024.” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,376,4490 00For
BlackRock3,625,4170 00For
Invesco1,928,6680 00For
Fidelity1,403,9810 00For
JPMorgan680,3610 00For
Dimensional633,5200 00For
Columbia Threadneedle558,9370 00For
State Street489,69856 00For
T. Rowe Price481,2990 00For
Thrivent471,0230 00For
Delaware/Macquarie410,3360 00For
Jackson National379,2590 00For
Victory Capital378,3170 00For
TIAA323,0630 00For
AllianceBernstein317,6700 00For
Brighthouse297,9970 00For
FRANKLIN STRATEGIC SERIES249,5000 00For
Loomis Sayles241,8790 00For
BOSTON TRUST WALDEN FUNDS237,6040 00For
Goldman Sachs227,4130 00For
AIG/SunAmerica223,7960 00For
AMG FUNDS206,1030 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)200,0000 00For
Waddell & Reed189,2790 00For
First Trust182,5230 00For

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

16. Proposal To Ratify The Appointment Of KMPG LLP As Texas Roadhouse's Independent Auditors For 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 59,258,007AGAINST: 1,799,520

TEXAS ROADHOUSE INC.’s own tally for this item (“The selection of KPMG LLP was ratified as follows:”): 59,258,007 for, 1,799,520 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 89% for, 3% against (91% of the company cast a for/against vote).

The 17 asset managers below cast 100% of the shares they voted on this item FOR (3,930,466 for, 0 against).

FOR 99.3%
FOR: 3,930,466 (99.4%)ABSTAIN: 24,328 (0.6%)
Largest asset managers voting on “Proposal To Ratify The Appointment Of KMPG LLP As Texas Roadhouse's Independent Auditors For 2024.” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Neuberger Berman1,042,5600 00For
Charles Schwab774,5960 00For
Vanguard773,1810 00For
Nationwide343,2700 00For
Prudential/PGIM195,4600 00For
Putnam184,6100 00For
Mercer Funds121,9610 00For
SEI117,8470 00For
Brighthouse91,1990 24,3280For
Federated Hermes93,1820 00For
Russell Investments66,0720 00For
Hartford57,1320 00For
Northwestern Mutual33,1940 00For
Strategic Trust19,1370 00For
OPTIMUM FUND TRUST15,7760 00For
NEW COVENANT FUNDS8890 00For
Adviser Managed Trust4000 00For

17. Report on Efforts to Reduce GHG Emissions in Alignment with Paris Agreement Goal

ENVIRONMENT OR CLIMATE

0.9% fund support · no official result

AGAINST 99.1%

The 5 asset managers below cast 0.9% of the shares they voted on this item FOR (30,144 for, 3,672,366 against).

FOR: 30,144 (0.8%)AGAINST: 3,672,366 (99.2%)
Largest asset managers voting on “Report on Efforts to Reduce GHG Emissions in Alignment with Paris Agreement Goal” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock03,625,417 00Against
MASTER INVESTMENT PORTFOLIO044,145 00Against
Empower29,7290 00For
RBB FUND, INC.02,804 00Against
Capitol Series Trust4150 00For

18. Amend Certificate of Incorporation to Limit the Personal Liability of Officers

CORPORATE GOVERNANCEMajority of the votes cast: yes

83% Majority: yes · of votes cast

FOR 83%AGAINST 17%
FOR: 46,230,841AGAINST: 9,593,697

TEXAS ROADHOUSE INC.’s own tally for this item (“The proposal to amend the Company's Amended and Restated Certificate of Incorporation to provide for an exculpation of officers as permitted by Delaware law was approved as follows:”): 46,230,841 for, 9,593,697 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 66,846,291 outstanding shares: 69% for, 14% against (84% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (30,144 for, 0 against).

FOR 100%
FOR: 30,144 (100.0%)
Largest asset managers voting on “Amend Certificate of Incorporation to Limit the Personal Liability of Officers” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower29,7290 00For
Capitol Series Trust4150 00For

19. Eliminate Class B Common Stock

EXTRAORDINARY TRANSACTIONSCAPITAL STRUCTURE

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (30,144 for, 0 against).

FOR: 30,144 (100.0%)
Largest asset managers voting on “Eliminate Class B Common Stock” at TEXAS ROADHOUSE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower29,7290 00For
Capitol Series Trust4150 00For

Largest TEXAS ROADHOUSE INC. shareholders voting in 2023-2024

Ranked by the number of TEXAS ROADHOUSE INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 66,846,291 shares outstanding at the time of that meeting.

Top TEXAS ROADHOUSE INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 10.83%
2BlackRock 8.87%
3Invesco 6.04%
4Neuberger Berman 3.98%
5State Street 3.41%
6Man Group plc 2.84%
7JPMorgan 2.56%
8Fidelity 2.45%
9Charles Schwab 2.35%
10NORDEA INVESTMENT MANAGEMENT AB 2.02%

Reported TEXAS ROADHOUSE INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

TEXAS ROADHOUSE INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 9.74% 13F
Vanguard Group 9.37% 13F
Invesco 3.80% 13F
State Street 2.94% 13F
Citadel Advisors 1.96% 13F
Wellington Management 1.82% 13F
Geode Capital 1.72% 13F
FMR (Fidelity) 1.67% 13F
Dimensional Fund Advisors 1.18% 13F
Charles Schwab 1.15% 13F

Percentages above are of 66,846,291 shares outstanding, as reported by TEXAS ROADHOUSE INC. on its Form 10-Q dated 2024-03-26 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from TEXAS ROADHOUSE INC.’s 10-Q dated 2024-03-26. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At TEXAS ROADHOUSE INC.'s shareholder meeting held 2024-05-16, in the 2023-2024 proxy season, 479 asset managers reported how they voted in their SEC Form N-PX filings, covering 8,033 separate fund positions. Their filings are grouped here into 19 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Say on Pay - An Advisory Vote on the Approval of Executive Compensation. — FOR was 61% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: TEXAS ROADHOUSE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission (filing date not recorded for this item).

TEXAS ROADHOUSE INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.