Description of Securities
DESCRIPTION OF SECURITIES
As of December 31, 2019, Texas Roadhouse, Inc. (“TXRH”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”): Common Stock of $0.001 par value. TXRH also has Preferred Stock that is not registered under the Exchange Act. No Preferred Stock is currently issued and outstanding.
The following description of the terms of our Common Stock is not complete and is subject to, and qualified in its entirety to, the Certificate of Incorporation (the “Certificate”) of TXRH, the Bylaws (the “Bylaws”) of TXRH, and the General Corporation Law of the State of Delaware. We recommend that shareholders (existing or potential) review the full copies of the Certificate and the Bylaws to have a complete description of the terms of our Common Stock. Copies of the Certificate and the Bylaws have been filed with the Securities and Exchange Commission.
Under the Certificate, the total number of shares of Common Stock that are authorized for issuance are 100,000,000 shares. The Certificate provides for two classes of Common Stock consisting of Class A Common Stock and Class B Common Stock. All previously issued and outstanding Class B Common Stock automatically converted to Class A Common Stock as described in the Certificate. At the time of the conversion described in the Certificate, the Class A Common Stock was re-designated as “Common Stock” pursuant to the Certificate. Under the Certificate, the total number of shares of Preferred Stock that are authorized for issuance are 1,000,000 shares of $0.001 par value.
Each share of Common Stock is entitled to one vote on matters presented to the shareholders of TXRH and there is no cumulative voting with respect to the election of the board of directors of TXRH.
Subject to any preferential rights of any shares of Preferred Stock then outstanding, and applicable requirements of law, each share of Common Stock is entitled to dividends from funds legally available therefor if, as and when declared by the board of directors of TXRH.
In the event of a dissolution of TXRH, after payment or provision for payment of debts and other liabilities and subject to the rights of any Preferred Stock then outstanding, each share of Common Stock shall have equal rights and will share, pro rata, in the distribution of the net assets of TXRH.
Shares of Common Stock are not convertible into any other class of TXRH’s capital stock. The holders of Common Stock are not entitled to any preemptive right to subscribe for or purchase
any shares or other securities of TXRH, and the Common Stock is not subject to redemption or sinking fund provisions.
Listing and Transfer Agent
The Common Stock is listed on The Nasdaq Stock Market and trades under the symbol “TXRH”. Computershare Investor Services LLC is the transfer agent and registrar for the Common Stock.
Various provisions contained in the Certificate, the Bylaws, and Delaware law could delay or discourage some transactions involving an actual or potential change in control. The provisions set forth within the Certificate and/or the Bylaws include:
The Certificate authorizes the board of directors to establish one or more series of Preferred Stock, the terms of which can be determined by the board of directors at the time of issuance without shareholder approval. To the extent the TXRH board of directors exercises this authority granted in the Certificate, the fixing of the relative rights, preferences and limitations of shares of Preferred Stock, vis-a-vis the Common Stock, could have the effect of modifying the rights of holders of Common Stock.
In addition, TXRH is subject to Section 203 of the Delaware General Corporations Law. Section 203 provides that, subject to limited exceptions, persons that (without prior approval of the board of directors) acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for
a three-year period following the date on which that person or its affiliate becomes the holder of more than 15% of the corporation’s outstanding voting stock.