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TEXAS ROADHOUSE INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and TEXAS ROADHOUSE INC.’s Form 8-K, filed May 16, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

11Ballot items
575Asset managers
7,041Fund votes
May 15, 2025Meeting date

Results at a glance

Meeting of May 15, 2025: 11 items on TEXAS ROADHOUSE INC.’s Form 8-K, filed May 16, 2025: 8 elected · 2 approved · 1 not approved.

Material dissent

None.

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

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

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

Official 2024-2025 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, filed May 16, 2025 (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 May 15, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Jane Grote Abell	53,745,348	--	99,088	588,490	5,662,062	99%	Elected	—
Elect Director: Michael A. Crawford	52,854,200	--	81,354	1,497,372	5,662,062	97%	Elected	—
Elect Director: Donna E. Epps	53,685,490	--	96,102	651,334	5,662,062	99%	Elected	—
Elect Director: Wayne L. Jones	53,726,154	--	81,944	624,828	5,662,062	99%	Elected	—
Elect Director: Gregory N. Moore	52,127,715	--	80,938	2,224,273	5,662,062	96%	Elected	—
Elect Director: Gerald L. Morgan	53,822,477	--	82,197	528,252	5,662,062	99.0%	Elected	—
Elect Director: Curtis A. Warfield	53,452,521	--	82,030	898,375	5,662,062	98%	Elected	—
Elect Director: Kathleen M. Widmer	52,834,140	--	96,612	1,502,174	5,662,062	97%	Elected	—
Ratification of the audit committee's selection of KPMG LLP as the Company's independent auditors for fiscal year 2025	57,533,244	2,479,016	82,728	--	--	96%	Approved	—
Advisory Vote on Executive Compensation	51,057,259	3,270,198	104,869	--	5,662,062	94%	Approved	—
Advisory Vote on Shareholder Proposal Regarding the Adoption of a Policy Requiring the Disclosure of the Company's Consolidated EEO-1 Report	15,336,162	38,622,748	474,016	--	5,662,062	28%	Not approved	—

Source: TEXAS ROADHOUSE INC., Form 8-K, filed with the SEC on May 16, 2025 — read the filing on EDGAR.

How asset managers voted at the TEXAS ROADHOUSE INC. 2024-2025 meeting

Each item below shows how the 575 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.

1. Elect Director: Curtis A. Warfield

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 53,452,521WITHHELD: 898,375

Details: description as filed, official tally, votes by 149 asset managers

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”): 53,452,521 for, 898,375 withheld, per its Form 8-K filed May 16, 2025 (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.

The 149 asset managers below reported 28,254,795 for, 94,189 against, 28,937 abstained, 242 not voted.

FOR

FOR: 28,254,795AGAINST: 94,189ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Curtis A. Warfield” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,902	0	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	220,106	1,771	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

2. Elect Director: Donna E. Epps

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 53,685,490WITHHELD: 651,334

Details: description as filed, official tally, votes by 149 asset managers

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”): 53,685,490 for, 651,334 withheld, per its Form 8-K filed May 16, 2025 (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: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 149 asset managers below reported 28,251,795 for, 95,982 against, 28,937 abstained, 242 not voted.

FOR

FOR: 28,251,795AGAINST: 95,982ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Donna E. Epps” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,902	0	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

3. Elect Director: Gerald L. Morgan

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 53,822,477WITHHELD: 528,252

Details: description as filed, official tally, votes by 149 asset managers

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”): 53,822,477 for, 528,252 withheld, per its Form 8-K filed May 16, 2025 (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: 99.0% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 149 asset managers below reported 28,348,391 for, 594 against, 28,937 abstained, 242 not voted.

FOR

FOR: 28,348,391AGAINST: 594ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Gerald L. Morgan” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,890	12	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

4. Elect Director: Gregory N. Moore

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 52,127,715WITHHELD: 2,224,273

Details: description as filed, official tally, votes by 149 asset managers

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”): 52,127,715 for, 2,224,273 withheld, per its Form 8-K filed May 16, 2025 (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.

The 149 asset managers below reported 28,146,294 for, 202,690 against, 28,937 abstained, 242 not voted.

FOR

FOR: 28,146,294AGAINST: 202,690ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Gregory N. Moore” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,885	17	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	363,527	2,042	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

5. Elect Director: Jane Grote Abell

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 53,745,348WITHHELD: 588,490

Details: description as filed, official tally, votes by 149 asset managers

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”): 53,745,348 for, 588,490 withheld, per its Form 8-K filed May 16, 2025 (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.

The 149 asset managers below reported 28,256,428 for, 92,075 against, 29,419 abstained, 242 not voted.

FOR

FOR: 28,256,428AGAINST: 92,075ABSTAIN: 29,419NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Jane Grote Abell” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,902	0	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

6. Elect Director: Kathleen M. Widmer

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 52,834,140WITHHELD: 1,502,174

Details: description as filed, official tally, votes by 149 asset managers

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”): 52,834,140 for, 1,502,174 withheld, per its Form 8-K filed May 16, 2025 (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.

The 149 asset managers below reported 28,197,484 for, 151,501 against, 28,937 abstained, 242 not voted.

FOR

FOR: 28,197,484AGAINST: 151,501ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Kathleen M. Widmer” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,885	17	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

7. Elect Director: Michael A. Crawford

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 52,854,200WITHHELD: 1,497,372

Details: description as filed, official tally, votes by 149 asset managers

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”): 52,854,200 for, 1,497,372 withheld, per its Form 8-K filed May 16, 2025 (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.

The 149 asset managers below reported 27,932,606 for, 416,379 against, 28,937 abstained, 242 not voted.

FOR

FOR: 27,932,606AGAINST: 416,379ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Michael A. Crawford” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	549,888	285	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,902	0	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	0	415,477	0	Against
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

8. Elect Director: Wayne L. Jones

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 53,726,154WITHHELD: 624,828

Details: description as filed, official tally, votes by 149 asset managers

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”): 53,726,154 for, 624,828 withheld, per its Form 8-K filed May 16, 2025 (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.

The 149 asset managers below reported 28,255,702 for, 92,075 against, 28,937 abstained, 242 not voted.

FOR

FOR: 28,255,702AGAINST: 92,075ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “Election of Directors: Wayne L. Jones” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,902	0	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

9. Advisory Vote on Executive Compensation

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 18 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%

FOR: 51,057,259AGAINST: 3,270,198

Details: description as filed, official tally, votes by 575 asset managers

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 (“Advisory Vote on Executive Compensation”): 51,057,259 for, 3,270,198 against — passed, per its Form 8-K filed May 16, 2025 (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: 94% 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).

Fund voting reports: 148 asset managers voting on “Say on Pay - An Advisory Vote on the Approval of Executive Compensation” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,902	0	0	For
Columbia Threadneedle	0	461,735	0	Against
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	221,877	0	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Fund voting reports, all 148 managers: 27,683,696 for, 624,837 against, 28,937 abstained, 242 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 462 asset managers voting on “Say on Pay - An Advisory Vote on the Approval of Executive Compensation” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Vote
Invesco	2,121,744	0	For
BlackRock	2,096,050	498	For
T. Rowe Price	2,091,598	0	For
State Street	1,880,053	0	For
Neuberger Berman	1,582,593	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,247,625	0	For
TD ASSET MANAGEMENT INC	1,035,194	0	For
GENEVA CAPITAL MANAGEMENT LLC	839,077	0	For
Fidelity	835,106	0	For
GW&K Investment Management, LLC	98,524	0	For
AQR	675,475	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	649,063	0	For
Wellington	623,138	0	For
FRANKLIN ADVISERS INC	621,893	0	For
Charles Schwab	620,658	0	For
JENNISON ASSOCIATES LLC	587,000	925	For
NORDEA INVESTMENT MANAGEMENT AB	0	573,261	Against
SAMLYN CAPITAL, LLC	503,344	0	For
Northern Trust	498,501	0	For
WESTFIELD CAPITAL MANAGEMENT CO LP	497,730	0	For
Federated Hermes	484,551	0	For
Renaissance	478,853	0	For
MELLON INVESTMENTS Corp	453,645	0	For
AllianceBernstein	450,288	0	For
BALYASNY ASSET MANAGEMENT L.P.	443,850	0	For

Institutional-manager reports, all 462 managers: 33,678,195 for, 2,131,928 against, 253 abstained, 3,266 not voted, 752,322 mixed. Showing the 25 largest; see all in the interactive database.

10. Ratification of the audit committee's selection of KPMG LLP as the Company's independent auditors for fiscal year 2025

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%

FOR: 57,533,244AGAINST: 2,479,016

Details: description as filed, official tally, votes by 150 asset managers

Description as filed by funds: PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS TEXAS ROADHOUSE'S INDEPENDENT AUDITORS FOR 2025

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 2025”): 57,533,244 for, 2,479,016 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The selection of KPMG LLP was ratified as follows:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 150 asset managers below reported 28,354,982 for, 2,535 against, 28,937 abstained, 242 not voted.

FOR

FOR: 28,354,982AGAINST: 2,535ABSTAIN: 28,937NOT VOTED: 242

Largest asset managers voting on “PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS TEXAS ROADHOUSE'S INDEPENDENT AUDITORS FOR 2025” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,000,546	15	0	For
BlackRock	3,947,584	0	0	For
Fidelity	2,026,389	0	0	For
Invesco	1,906,945	0	0	For
T. Rowe Price	1,132,163	0	0	For
Neuberger Berman	1,053,025	0	0	For
Charles Schwab	611,044	0	0	For
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	531,263	0	0	For
State Street	487,885	17	0	For
Columbia Threadneedle	461,735	0	0	For
Federated Hermes	415,477	0	0	For
Jackson National	394,685	0	0	For
Nationwide	370,215	0	0	For
Dimensional	365,569	0	0	For
Capital Group	326,700	0	0	For
Goldman Sachs	266,287	0	0	For
Putnam	253,450	0	0	For
Brighthouse	220,106	1,771	28,937	Mixed
Voya	237,251	0	0	For
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	215,813	0	0	For
AQR	209,609	0	0	For
Delaware/Macquarie	206,646	0	0	For
ETF Series Solutions	204,765	0	0	For

Showing the 25 largest of 150 asset managers. See all 150 in the interactive database.

11. Advisory Vote on Shareholder Proposal Regarding the Adoption of a Policy Requiring the Disclosure of the Company's…

Official resultCORPORATE GOVERNANCEReported outcome: Not approved

Combines 7 wordings of this item as funds reported it.

28% Not approved · of votes cast

FOR 28%AGAINST

FOR: 15,336,162AGAINST: 38,622,748

Details: description as filed, official tally, votes by 149 asset managers

Description as filed by funds: AN ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY REQUIRING THE DISCLOSURE OF TEXAS ROADHOUSE'S CONSOLIDATED EEO-1 REPORT

TEXAS ROADHOUSE INC.’s own tally for this item (“Advisory Vote on Shareholder Proposal Regarding the Adoption of a Policy Requiring the Disclosure of the Company's Consolidated EEO-1 Report”): 15,336,162 for, 38,622,748 against — failed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The shareholder proposal regarding the adoption of a policy requiring the disclosure of the Company's Consolidated EEO-1 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 149 asset managers below reported 3,973,434 for, 24,213,338 against, 1 withheld, 191,149 abstained, 242 not voted.

FORAGAINST

FOR: 3,973,434AGAINST: 24,213,338ABSTAIN: 191,149WITHHOLD: 1NOT VOTED: 242

Largest asset managers voting on “AN ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY REQUIRING THE DISCLOSURE OF TEXA” at TEXAS ROADHOUSE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	15	7,000,546	0	Against
BlackRock	0	3,947,584	0	Against
Fidelity	93,566	1,932,823	0	Against
Invesco	0	1,906,945	0	Against
T. Rowe Price	815,500	316,663	0	Mixed
Neuberger Berman	0	1,053,025	0	Against
Charles Schwab	0	611,044	0	Against
Prudential/PGIM	550,173	0	0	For
FRANKLIN STRATEGIC SERIES	0	531,263	0	Against
State Street	218	487,684	0	Against
Columbia Threadneedle	0	461,735	0	Against
Federated Hermes	415,477	0	0	For
Jackson National	161,246	233,439	0	Mixed
Nationwide	0	370,215	0	Against
Dimensional	0	365,569	0	Against
Capital Group	326,700	0	0	For
Goldman Sachs	4,958	261,329	0	Against
Putnam	0	253,450	0	Against
Brighthouse	29,871	189,269	31,674	Mixed
Voya	0	237,251	0	Against
AllianceBernstein	217,465	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	0	215,813	0	Against
AQR	209,609	0	0	For
Delaware/Macquarie	0	206,646	0	Against
ETF Series Solutions	87	204,678	0	Against

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 16, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest TEXAS ROADHOUSE INC. shareholders voting in 2024-2025

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 66,403,351 shares outstanding at the time of that meeting.

Fund voting reports: top TEXAS ROADHOUSE INC. shareholders by shares voted on “Say on Pay - An Advisory Vote on the Approval of Executive Compensation”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	10.54%
2	BlackRock	5.94%
3	Fidelity	3.05%
4	Invesco	2.87%
5	T. Rowe Price	1.70%
6	Neuberger Berman	1.59%
7	Charles Schwab	0.92%
8	Prudential/PGIM	0.83%
9	FRANKLIN STRATEGIC SERIES	0.80%
10	State Street	0.73%

Institutional-manager reports: top TEXAS ROADHOUSE INC. shareholders by shares voted on “Say on Pay - An Advisory Vote on the Approval of Executive Compensation”, 2024-2025
#	Asset manager	% of shares outstanding
1	Invesco	3.20%
2	BlackRock	3.16%
3	T. Rowe Price	3.15%
4	State Street	2.83%
5	Neuberger Berman	2.38%
6	GEODE CAPITAL MANAGEMENT, LLC	1.88%
7	TD ASSET MANAGEMENT INC	1.56%
8	GENEVA CAPITAL MANAGEMENT LLC	1.26%
9	Fidelity	1.26%
10	GW&K Investment Management, LLC	1.18%

Reported TEXAS ROADHOUSE INC. holdings and ownership

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.

TEXAS ROADHOUSE INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	10.58%	13F
Vanguard Group	9.76%	13F
Capital World Investors	6.69%	13G
AllianceBernstein L.P.	4.61%	13G
Invesco	3.34%	13F
State Street	3.18%	13F
AQR Capital	1.90%	13F
FMR (Fidelity)	1.41%	13F
Franklin Templeton	1.39%	13F
Citadel Advisors	1.34%	13F

Percentages above are of 66,403,351 shares outstanding, as reported by TEXAS ROADHOUSE INC. on its Form 10-Q dated April 1, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

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 April 1, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At TEXAS ROADHOUSE INC.'s shareholder meeting held May 15, 2025, in the 2024-2025 proxy season, 575 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 7,041 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 94% 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 16, 2025.

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

Download data (CSV): ballot items · votes by manager · column guide.