SHAREHOLDER PROPOSALS.................................................
Under Rule 14a-8 promulgated under the Exchange Act, shareholders may present proposals to be
included in the Company proxy statement for consideration at the next annual meeting of its shareholders
by submitting their proposals to the Company in a timely manner. Any such proposal must comply with
Rule 14a-8.
The Company’s bylaws, a copy of which is available on the Company’s website,
http://www.texasroadhouse.com, require shareholders who intend to propose business for consideration by
shareholders at the 2020 annual meeting, other than shareholder proposals that are included in the proxy
statement, to deliver written notice to the principal executive offices of the Company on or before
December 13, 2019 (reflecting 120 calendar days prior to the one year anniversary of the date of the
Company’s proxy statement issued in connection with the prior year’s annual meeting). This notice must
include a description of the business desired to be brought before the annual meeting, the name and
address of the shareholder proposing such business and of the beneficial owner, if any, on whose behalf the
business is being brought, the class, series and number of shares of the Company which are beneficially
owned by the shareholder and such other beneficial owner and any material interest of the shareholder and
such other beneficial owner in such business. Similar requirements are set forth in the Company’s bylaws
with respect to shareholders desiring to nominate candidates for election as director. Exchange Act rules
permit management to vote proxies in its discretion in certain cases if the shareholder does not comply with
these deadlines, and in certain other cases notwithstanding the shareholder’s compliance with these
deadlines. If a shareholder submitting a matter to be raised at the Company’s next annual meeting desires
that such matter be included in the Company’s proxy statement for that meeting, such matter must be
submitted to the Company no later than December 13, 2019.
The rules of the SEC set forth standards for what shareholder proposals the Company is required
to include in a proxy statement for an annual meeting.
SHAREHOLDERS’ COMMUNICATIONS WITH THE BOARD..........................
Shareholders that want to communicate in writing with the Board, or specific directors individually,
may send proposed communications to the Company’s General Counsel and Corporate Secretary,
Celia P. Catlett, at 6040 Dutchmans Lane, Louisville, Kentucky 40205. The proposed communication
will be reviewed by Ms. Catlett and by the audit committee. If the communication is appropriate and
serves to advance or improve the Company or its performance, it will be forwarded to the Board or the
appropriate director.
FORM 10-K...............................................................
The Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2018,
accompanies this proxy statement. The Company’s Annual Report does not form any part of the
material for solicitation of proxies.
Any shareholder who wishes to obtain, without charge, a copy of the Company’s Annual Report on
Form 10-K for the fiscal year ended December 25, 2018, which includes financial statements, and is
required to be filed with the SEC, may access it at http://www.texasroadhouse.com in the Investors section or
may send a written request to Celia P. Catlett, General Counsel and Corporate Secretary, Texas
Roadhouse, Inc., 6040 Dutchmans Lane, Louisville, Kentucky 40205.
OTHER BUSINESS
The Board is not aware of any other matters to be presented at the Annual Meeting other than
those set forth herein and routine matters incident to the conduct of the meeting. If any other matters
should properly come before the Annual Meeting or any adjournment or postponement thereof, the