163072AA9 Filings — The Cheesecake Factory Incorporated - FilingSpy
163072AA9
The Cheesecake Factory Incorporated
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A restaurant company running one of America's most recognizable dining chains, The Cheesecake Factory, alongside North Italia, Flower Child, and other brands, with a bakery division that sells its famous cheesecakes to stores and clubs. It grew from a cheesecake recipe Evelyn Overton found in a Detroit newspaper in the 1940s; her son David opened the first Beverly Hills restaurant in 1978 to showcase her desserts, which he called "the Cadillac of cheesecakes." Founder David was a professional drummer before he turned to restaurants.
Cheesecake Factory shareholders elect 8 directors and approve KPMG as auditor at 2026 annual meeting
At the May 28, 2026 annual meeting, all eight director nominees were elected, with David Overton receiving the most votes (37,279,010 for) and Jerome I. Kransdorf the fewest (34,878,570 for).
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Stockholders ratified KPMG LLP as independent auditor for fiscal year 2026 with 43,129,227 votes for and 466,633 against.
A non-binding advisory vote on executive compensation passed with 37,666,375 votes for and 211,834 against.
Broker non-votes totaled 5,708,297 for each director election and the compensation proposal; none for the auditor ratification.
The report was filed under Item 5.07 to disclose the final voting results of the annual stockholders' meeting.
5.07 Submission of Matters to a Vote of Security Holders
The Cheesecake Factory entered a Fifth Amended and Restated Loan Agreement on March 26, 2026, replacing its prior 2022 credit agreement.
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The new facility provides a $400 million revolving credit line, with sublimits of $85 million for letters of credit and $10 million for swingline loans.
The facility matures on March 26, 2031, and includes an option to increase revolving commitments by up to $200 million and letter of credit sublimits by $25 million.
Borrowings bear interest at either Term SOFR plus a margin of 1.00%-1.50% or a prime-based rate plus 0.00%-0.50%, depending on leverage; unused commitments incur a fee of 0.125%-0.225%.
The facility is unsecured, guaranteed by certain material subsidiaries, and will fund general corporate purposes including dividends, stock repurchases, and acquisitions.
Financial covenants include a maximum net adjusted leverage ratio of 4.25x and a minimum EBITDAR-to-interest-and-rent ratio of 1.90x.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Cheesecake Factory shareholders approve stock plan amendment at 2025 annual meeting
All eight director nominees were elected, including David Overton, Edie A. Ames, and Alexander L. Cappello.
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At the May 22, 2025 annual meeting, shareholders approved the Second Amendment to the company's Stock Incentive Plan.
Shareholders ratified the selection of the independent registered public accounting firm for fiscal year 2025.
The non-binding advisory vote on executive compensation was approved.
The Stock Plan Amendment was filed as Exhibit 10.1 to the 8-K.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits