TEXAS ROADHOUSE INC (TXRH)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
TEXAS ROADHOUSE INC · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2024, well within the 24-month new-director exemption from the TSR trigger; brings strong restaurant industry expertise with over 30 years of experience; no overboarding, attendance, or independence concerns.
Director since August 2025, well within the 24-month new-director exemption; brings deep international restaurant operations expertise relevant to TXRH's international business; no overboarding concerns.
Director since 2020; TXRH's 3-year return of +57.8% outperforms the company-disclosed peer group median of -23.4% by +81.2 percentage points, far exceeding the 65-percentage-point threshold required to trigger a no vote; holds one outside public board seat, well within limits; brings relevant CEO and hospitality experience.
Director since 2021; strong TSR performance versus peers means no TSR trigger applies; holds two outside public board seats, within the four-seat limit; serves as Audit Committee chair and is a CPA with over 31 years at Deloitte, satisfying financial expertise requirements.
Director since March 2026, well within the 24-month new-director exemption; brings CEO-level restaurant industry and marketing experience; holds one outside public board seat.
Director since 2023; TXRH's strong outperformance versus peers means the TSR trigger does not apply; no overboarding concerns; brings over 40 years of restaurant industry CEO experience.
Director since 2005 and Chairman of the Board; TXRH's 3-year return of +57.8% outperforms the peer group median of -23.4% by +81.2 percentage points, well below the 65-percentage-point threshold needed to trigger a no vote; holds no outside public board seats; CPA with deep financial and restaurant industry background.
CEO and executive director since 2021; TXRH's 3-year return of +57.8% outperforms the peer group median by +81.2 percentage points, far below the 65-percentage-point trigger threshold; holds no outside board seats; no separate TSR trigger concern.
Director since 2018; TXRH's strong stock outperformance versus peers means the TSR trigger does not apply; holds one outside public board seat; CPA with extensive financial and accounting expertise relevant to his Audit Committee role.
All nine director nominees receive a FOR vote. TXRH's 3-year price return of +57.8% outperforms its company-disclosed peer group median of -23.4% by +81.2 percentage points, far exceeding the 65-percentage-point threshold required to trigger a no vote for strong-positive-TSR companies, so no TSR-based concerns arise for any tenured director. Three nominees (Abell, Carroll, Ingram) joined within the past 24 months and are exempt from the TSR trigger. No overboarding, attendance, independence, or qualifications concerns were identified across the slate.
Say on Pay
✓ FORCEO
Gerald L. Morgan
Total Comp
$10,822,133
Prior Support
94%%
Shareholders gave this program 94% support at the 2025 annual meeting, a strong signal of broad approval, and the company engaged with shareholders owning over 65% of shares during 2025 including governance discussions. CEO total compensation of approximately $10.8 million is within a reasonable range for a CEO of a ~$10.8B market-cap consumer restaurant company, and the compensation structure is heavily weighted toward variable, performance-linked pay — including both service-based and performance-based restricted stock units with a three-year performance period — with base salary representing a minority of total pay. The company's strong 3-year stock return of +57.8%, which substantially outperforms its peer group median of -23.4%, supports the conclusion that incentive pay has been aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,075,000
Non-Audit Fees
$37,555
Non-audit fees (audit-related fees of $18,000 plus tax fees of $19,555, totaling $37,555) represent only about 3.5% of audit fees of $1,075,000, well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of TXRH's size (~$10.8B market cap). Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be confirmed and per policy no adverse vote is applied on that basis alone.
Overall Assessment
The 2026 Texas Roadhouse annual meeting presents three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All proposals receive a FOR vote — the director slate is clean with no TSR, overboarding, or independence concerns given TXRH's outstanding stock outperformance versus peers, KPMG's non-audit fees are minimal at roughly 3.5% of audit fees, and the executive compensation program earned 94% shareholder approval last year with a pay structure appropriately weighted toward long-term performance-based equity.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing