NASDAQ_TXRH_2019

Mr. Colosi during the 2017 fiscal year relating to his 2018 year service. With respect to the restricted stock units granted to ...

Grants of Plan-Based Awards in Fiscal Year 2019 The following table presents information with respect to grants of stock awards ...

of the fiscal year in which a Named Executive Officer served in such role, based on actual EPS growth of 11.9% and an actual Pro ...

See the ‘‘Compensation Discussion and Analysis’’ for the conditions of accelerated vesting upon termination of employment other ...

180 days following the termination, plus a fixed bonus amount as follows: for Mr. Taylor, $262,500; for Mr. Colosi, $175,000; fo ...

Change in Control, Change in Responsibilities Payments Table Estimated Estimated Value of Cash Newly Vested Payments Stock Award ...

compensation for all individuals (other than Mr. Taylor, our CEO) who were employed by us as of December 31, 2019, the last day ...

AUDIT COMMITTEE REPORT The audit committee of the Board (the ‘‘Committee’’) is currently composed of three directors, all of who ...

The Committee reviewed with KPMG LLP the selection and disclosure of the critical audit matters set forth in the independent au ...

franchised restaurants by our current and/or former Named Executive Officers as of the end of the 2019 fiscal year is listed bel ...

Company controls and in which the Company holds a 52.5% ownership interest. The Company believes that allowing certain Named Exe ...

PRESENTATION OF PROPOSALS................................................ PROPOSAL 1 ELECTION OF DIRECTORS The Company’s bylaws ...

PROPOSAL 2 RATIFICATION OF INDEPENDENT AUDITORS As more particularly described in this proxy statement, the audit committee is d ...

Tax Fees. KPMG LLP charged $24,938 in fiscal year 2019 and $20,903 in fiscal year 2018 for consulting and compliance services. A ...

PROPOSAL 3 ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION The Board requests shareholder approval of the compensation of th ...

positions in similar industries, including the casual dining sector of the restaurant industry, but which is reasonable and in t ...

SHAREHOLDER PROPOSALS................................................... Under Rule 14a-8 promulgated under the Exchange Act, sh ...

14MAR202012522110 named in the proxy, or their substitutes, intend to vote on such matters in accordance with their best judgmen ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (^) ☒ ANNUAL REPORT PURSUANT TO SEC ...

TABLE OF CONTENTS Page PART I Item 1. Business ............................................................................ 5 It ...