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Compiled from SEC Form N-PX filings and TEXAS ROADHOUSE INC.’s Form 8-K, filed May 17, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 16, 2024: 15 items on TEXAS ROADHOUSE INC.’s Form 8-K, filed May 17, 2024: 9 elected · 5 approved · 1 not approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore TEXAS ROADHOUSE INC. in the interactive database Compare manager voting policies
These tallies are TEXAS ROADHOUSE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 17, 2024 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Jane Grote Abell | 55,123,253 | -- | -- | 1,201,547 | 5,210,629 | 98% | Elected | — |
| Elect Director: Michael A. Crawford | 53,219,014 | -- | -- | 3,105,786 | 5,210,629 | 94% | Elected | — |
| Elect Director: Donna E. Epps | 54,550,382 | -- | -- | 1,774,418 | 5,210,629 | 97% | Elected | — |
| Elect Director: Wayne L. Jones | 54,964,037 | -- | -- | 1,360,763 | 5,210,629 | 98% | Elected | — |
| Elect Director: Gregory N. Moore | 50,724,488 | -- | -- | 5,600,312 | 5,210,629 | 90% | Elected | — |
| Elect Director: Gerald L. Morgan | 54,704,991 | -- | -- | 1,619,809 | 5,210,629 | 97% | Elected | — |
| Elect Director: Curtis A. Warfield | 54,541,451 | -- | -- | 1,783,349 | 5,210,629 | 97% | Elected | — |
| Elect Director: Kathleen M. Widmer | 52,699,424 | -- | -- | 3,625,376 | 5,210,629 | 94% | Elected | — |
| Elect Director: James R. Zarley | 53,800,984 | -- | -- | 2,523,816 | 5,210,629 | 96% | Elected | — |
| Ratification of the audit committee's selection of KPMG LLP as the Company's independent auditors for fiscal year 2024 | 59,258,007 | 1,799,520 | 477,902 | -- | -- | 97% | Approved | — |
| 2 C. Advisory Vote on Executive Compensation. | 34,118,028 | 22,070,248 | 136,524 | -- | 5,210,629 | 61% | Approved | — |
| Amendment to Amended and Restated Certificate of Incorporation to Remove References to Class B Shares | 55,798,822 | 30,449 | 495,529 | -- | 5,210,629 | 99.9% | Approved | — |
| Amendment to Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers | 46,230,841 | 9,593,697 | 500,262 | -- | 5,210,629 | 83% | Approved | — |
| Amendment to Bylaws to Reduce Ownership Percentage to Call a Special Meeting | 60,785,478 | 149,275 | 600,676 | -- | -- | 99.7% | Approved | — |
| Advisory Vote on Shareholder Proposal Regarding the Issuance of a Climate Report | 15,600,535 | 40,204,416 | 519,849 | -- | 5,210,629 | 28% | Not approved | — |
This meeting is also recorded here as May 17, 2024; both records come from the same filing, so the date should be checked against it.
Source: TEXAS ROADHOUSE INC., Form 8-K, filed with the SEC on May 17, 2024 — read the filing on EDGAR.
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.
Combines 7 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Curtis A. Warfield
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,592 | 0 | 0 | 162 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 0 | 24,328 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,707,142 for, 214,915 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 7 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Gerald L. Morgan
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,668 | 0 | 0 | 86 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 0 | 24,328 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,897,641 for, 24,416 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 7 wordings of this item as funds reported it.
90% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Gregory N. Moore
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,612 | 0 | 0 | 142 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 342,677 | 0 | 0 | 70,847 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 0 | 0 | 0 | 241,879 | Withhold |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,493,171 for, 428,886 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 0 | 0 | 0 | 80 | Withhold |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,077 for, 80 withheld.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: James R. Zarley
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,668 | 0 | 0 | 86 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 0 | 24,328 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,883,738 for, 38,319 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Jane Grote Abell
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,754 | 0 | 0 | 0 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 0 | 24,328 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,897,609 for, 24,448 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 7 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Kathleen M. Widmer
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,592 | 0 | 0 | 162 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 342,677 | 0 | 0 | 70,847 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 0 | 0 | 0 | 241,879 | Withhold |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,387,972 for, 534,085 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 7 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Michael A. Crawford
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,668 | 0 | 0 | 86 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 342,677 | 0 | 0 | 70,847 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 0 | 0 | 0 | 241,879 | Withhold |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,578,472 for, 343,585 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Wayne L. Jones
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,754 | 0 | 0 | 0 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 0 | 24,328 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,897,727 for, 24,330 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 5 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Donna E. Epps
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 filed May 17, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The nominees for the Company's Board of Directors were elected as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,592 | 0 | 0 | 162 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 0 | 24,328 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 127 managers: 27,736,730 for, 185,187 withheld. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 80 | 0 | 0 | 0 | For |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,157 for.
Combines 7 wordings of this item as funds reported it.
99.7% Approved · of votes cast
Description as filed by funds: 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%.
TEXAS ROADHOUSE INC.’s own tally for this item (“Amendment to Bylaws to Reduce Ownership Percentage to Call a Special Meeting”): 60,785,478 for, 149,275 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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:”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,754 | 0 | 0 | 0 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 24,328 | 0 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Fund voting reports, all 128 managers: 27,895,162 for, 2,567 against, 24,328 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 0 | 80 | 0 | 0 | Against |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,077 for, 80 against.
Combines 6 wordings of this item as funds reported it.
99.9% Approved · of votes cast
Description as filed by funds: Proposal to Amend the Company's Certificate of Incorporation to Remove References to Class B Shares.
TEXAS ROADHOUSE INC.’s own tally for this item (“Amendment to Amended and Restated Certificate of Incorporation to Remove References to Class B Shares”): 55,798,822 for, 30,449 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 132 asset managers below reported 27,868,193 for, 24,328 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,754 | 0 | 0 | 0 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 389,196 | 0 | 24,328 | 0 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 206,640 | 0 | 0 | 0 | For |
Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.
Combines 5 wordings of this item as funds reported it.
83% Approved · of votes cast
Description as filed by funds: Proposal to Amend the Company's Certificate of Incorporation to Provide for the Exculpation of Officers as Permitted by Delaware Law.
TEXAS ROADHOUSE INC.’s own tally for this item (“Amendment to Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers”): 46,230,841 for, 9,593,697 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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:”
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of TEXAS ROADHOUSE INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Certificate of Incorporation to Limit the Personal Liability of Officers” (3 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
The 129 asset managers below reported 24,662,327 for, 3,205,415 against, 24,328 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,289,347 | 114,634 | 0 | 0 | Mixed |
| Neuberger Berman | 0 | 1,042,560 | 0 | 0 | Against |
| Charles Schwab | 774,596 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 680,361 | 0 | 0 | Against |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,698 | 56 | 0 | 0 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 414,829 | 0 | 0 | 0 | For |
| Brighthouse | 249,386 | 139,810 | 24,328 | 0 | Mixed |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 306,439 | 72,820 | 0 | 0 | Mixed |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 0 | 241,879 | 0 | 0 | Against |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 221,684 | 5,729 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| Prudential/PGIM | 240 | 206,400 | 0 | 0 | Against |
Showing the 25 largest of 129 asset managers. See all 129 in the interactive database.
Combines 17 wordings of this item as funds reported it.
61% Approved · of votes cast
Description as filed by funds: Say on Pay - An Advisory Vote on the Approval of Executive Compensation.
TEXAS ROADHOUSE INC.’s own tally for this item (“2 C. Advisory Vote on Executive Compensation.”): 34,118,028 for, 22,070,248 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The compensation of the named executive officers was approved, on an advisory basis, as follows:”
Support: 61% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,149,630 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 1,957,100 | 126,003 | 0 | 0 | Mixed |
| Fidelity | 1,322,215 | 81,766 | 0 | 0 | Mixed |
| Neuberger Berman | 1,042,560 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 774,596 | 0 | 0 | Against |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 0 | 633,520 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 558,937 | 0 | 0 | Against |
| State Street | 450,454 | 39,300 | 0 | 0 | Mixed |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Nationwide | 366,876 | 47,953 | 0 | 0 | Mixed |
| Brighthouse | 163,325 | 225,871 | 24,328 | 0 | Mixed |
| Delaware/Macquarie | 0 | 410,336 | 0 | 0 | Against |
| Jackson National | 50,412 | 328,847 | 0 | 0 | Mixed |
| Victory Capital | 0 | 378,317 | 0 | 0 | Against |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 0 | 241,879 | 0 | 0 | Against |
| BOSTON TRUST WALDEN FUNDS | 0 | 237,604 | 0 | 0 | Against |
| Goldman Sachs | 210,384 | 17,029 | 0 | 0 | Mixed |
| AIG/SunAmerica | 0 | 223,796 | 0 | 0 | Against |
| Prudential/PGIM | 11,420 | 195,220 | 0 | 0 | Mixed |
Fund voting reports, all 128 managers: 20,602,970 for, 7,294,910 against, 24,328 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 2,232,644 | 72,079 | 0 | 0 | For |
| Invesco | 1,973,309 | 136,107 | 0 | 0 | Mixed |
| Man Group plc | 0 | 1,895,180 | 0 | 0 | Against |
| State Street | 1,766,033 | 25,358 | 0 | 0 | For |
| Neuberger Berman | 1,620,088 | 0 | 0 | 0 | For |
| NORDEA INVESTMENT MANAGEMENT AB | 0 | 1,352,369 | 0 | 0 | Against |
| JPMorgan | 1,141,007 | 9,264 | 0 | 0 | For |
| Wellington | 1,133,356 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,110,731 | 0 | 0 | 0 | For |
| GW&K Investment Management, LLC | 2,896 | 1,016,030 | 0 | 0 | Against |
| Citadel | 941,501 | 0 | 0 | 0 | For |
| MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | 0 | 840,186 | 0 | 0 | Against |
| T. Rowe Price | 837,742 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 793,164 | 0 | 0 | Against |
| Holocene Advisors, LP | 661,018 | 0 | 0 | 0 | For |
| AllianceBernstein | 611,485 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 586,775 | 0 | 0 | Against |
| WESTFIELD CAPITAL MANAGEMENT CO LP | 498,007 | 31,990 | 0 | 0 | Mixed |
| Northern Trust | 522,605 | 3,434 | 0 | 0 | For |
| Victory Capital | 0 | 503,828 | 0 | 0 | Against |
| Thrivent | 480,145 | 0 | 0 | 0 | For |
| SAMLYN CAPITAL, LLC | 464,596 | 0 | 0 | 0 | For |
| Erste Asset Management GmbH | 0 | 435,000 | 0 | 0 | Against |
| BOSTON MANAGEMENT & RESEARCH | 0 | 424,726 | 0 | 0 | Against |
| Renaissance | 0 | 401,168 | 0 | 0 | Against |
Institutional-manager reports, all 381 managers: 19,992,213 for, 17,514,584 against, 9,000 abstained, 1,099 not voted. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Approved · of votes cast
Description as filed by funds: Proposal to Ratify the Appointment of KPMG LLP as Texas Roadhouse's Independent Auditors for 2024.
TEXAS ROADHOUSE INC.’s own tally for this item (“Ratification of the audit committee's selection of KPMG LLP as the Company's independent auditors for fiscal year 2024”): 59,258,007 for, 1,799,520 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The selection of KPMG LLP was ratified as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of TEXAS ROADHOUSE INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Proposal To Ratify The Appointment Of KMPG LLP As Texas Roadhouse's Independent Auditors For 2024.” (17 managers, 3,930,466 for, 24,328 abstained).
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 6,376,449 | 0 | 0 | 0 | For |
| BlackRock | 3,625,417 | 0 | 0 | 0 | For |
| Invesco | 2,083,103 | 0 | 0 | 0 | For |
| Fidelity | 1,403,981 | 0 | 0 | 0 | For |
| JPMorgan | 680,361 | 0 | 0 | 0 | For |
| Dimensional | 633,520 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 489,698 | 56 | 0 | 0 | For |
| T. Rowe Price | 481,299 | 0 | 0 | 0 | For |
| Thrivent | 471,023 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 410,336 | 0 | 0 | 0 | For |
| Jackson National | 379,259 | 0 | 0 | 0 | For |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 317,670 | 0 | 0 | 0 | For |
| Brighthouse | 297,997 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 249,500 | 0 | 0 | 0 | For |
| Loomis Sayles | 241,879 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 227,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 223,796 | 0 | 0 | 0 | For |
| AMG FUNDS | 206,103 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 200,000 | 0 | 0 | 0 | For |
| Waddell & Reed | 189,279 | 0 | 0 | 0 | For |
| First Trust | 182,523 | 0 | 0 | 0 | For |
Fund voting reports, all 116 managers: 23,964,140 for, 3,123 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Erste Asset Management GmbH | 435,000 | 0 | 0 | 0 | For |
| apricus wealth, LLC | 0 | 80 | 0 | 0 | Against |
| Keel Point, LLC | 71 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 6 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 435,077 for, 80 against.
Combines 5 wordings of this item as funds reported it.
28% Not approved · of votes cast
Description as filed by funds: An Advisory Vote on a Shareholder Proposal Regarding the Issuance of a Climate Report.
TEXAS ROADHOUSE INC.’s own tally for this item (“Advisory Vote on Shareholder Proposal Regarding the Issuance of a Climate Report”): 15,600,535 for, 40,204,416 against — failed, per its Form 8-K filed May 17, 2024 (Item 5.07).
Reported outcome: Not approved, in the filing’s own words: “The shareholder proposal regarding the issuance of a climate report was not approved, on an advisory basis, as follows:”
Support: 28% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 127 asset managers below reported 3,398,200 for, 20,552,277 against, 1 withheld, 249,226 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 0 | 7,149,630 | 0 | 0 | Against |
| Invesco | 0 | 2,083,103 | 0 | 0 | Against |
| Fidelity | 700 | 1,403,281 | 0 | 0 | Against |
| Neuberger Berman | 0 | 1,042,560 | 0 | 0 | Against |
| Charles Schwab | 0 | 774,596 | 0 | 0 | Against |
| JPMorgan | 0 | 680,361 | 0 | 0 | Against |
| Dimensional | 17,355 | 616,165 | 0 | 0 | Against |
| Columbia Threadneedle | 558,937 | 0 | 0 | 0 | For |
| State Street | 39,281 | 450,473 | 0 | 0 | Mixed |
| T. Rowe Price | 0 | 481,299 | 0 | 0 | Against |
| Thrivent | 0 | 471,023 | 0 | 0 | Against |
| Nationwide | 47,953 | 366,876 | 0 | 0 | Mixed |
| Brighthouse | 25,797 | 362,297 | 25,430 | 0 | Mixed |
| Delaware/Macquarie | 18,136 | 392,200 | 0 | 0 | Against |
| Jackson National | 69,336 | 309,923 | 0 | 0 | Mixed |
| Victory Capital | 378,317 | 0 | 0 | 0 | For |
| TIAA | 323,063 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 317,670 | 0 | 0 | Against |
| FRANKLIN STRATEGIC SERIES | 0 | 249,500 | 0 | 0 | Against |
| Loomis Sayles | 0 | 241,879 | 0 | 0 | Against |
| BOSTON TRUST WALDEN FUNDS | 237,604 | 0 | 0 | 0 | For |
| Goldman Sachs | 11,300 | 216,113 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 0 | 223,796 | 0 | Abstain |
| Prudential/PGIM | 0 | 206,640 | 0 | 0 | Against |
| AMG FUNDS | 0 | 206,103 | 0 | 0 | Against |
Showing the 25 largest of 127 asset managers. See all 127 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 66,846,291 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 10.70% |
| 2 | BlackRock | 5.42% |
| 3 | Invesco | 3.12% |
| 4 | Fidelity | 2.10% |
| 5 | Neuberger Berman | 1.56% |
| 6 | Charles Schwab | 1.16% |
| 7 | JPMorgan | 1.02% |
| 8 | Dimensional | 0.95% |
| 9 | Columbia Threadneedle | 0.84% |
| 10 | State Street | 0.73% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 3.45% |
| 2 | Invesco | 3.16% |
| 3 | Man Group plc | 2.84% |
| 4 | State Street | 2.68% |
| 5 | Neuberger Berman | 2.42% |
| 6 | NORDEA INVESTMENT MANAGEMENT AB | 2.02% |
| 7 | JPMorgan | 1.72% |
| 8 | Wellington | 1.70% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.66% |
| 10 | GW&K Investment Management, LLC | 1.52% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| 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 March 26, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 March 26, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At TEXAS ROADHOUSE INC.'s shareholder meeting held May 16, 2024, in the 2023-2024 proxy season, 479 asset managers reported how they voted on 15 ballot items in their SEC Form N-PX filings, covering 8,010 separate fund positions. On the most widely held item on that ballot — Say on Pay - An Advisory Vote on the Approval of Executive Compensation. — TEXAS ROADHOUSE INC.'s filing reports the proposal as approved, with 61% support 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). Source: TEXAS ROADHOUSE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 17, 2024.
TEXAS ROADHOUSE INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.