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Cheesecake Factory (NASDAQ: CAKE) reports 2026 meeting vote results

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Cheesecake Factory Incorporated reported the results of its 2026 annual stockholders’ meeting held on May 28, 2026. Stockholders elected all eight director nominees, including David Overton and Janice L. Meyer, each receiving over 34 million votes in favor with several million broker non-votes recorded.

Stockholders also ratified the selection of KPMG LLP as independent registered public accounting firm for fiscal year 2026, with 43,129,227 votes for, 466,633 against, and 14,866 abstentions. In addition, a non-binding advisory vote approved executive compensation, with 37,666,375 votes for, 211,834 against, and 24,220 abstentions, plus 5,708,297 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification - For 43,129,227 shares Votes for KPMG LLP as 2026 independent auditor
Auditor ratification - Against 466,633 shares Votes against KPMG LLP as 2026 independent auditor
Say-on-pay - For 37,666,375 shares Non-binding advisory vote approving executive compensation
Say-on-pay - Against 211,834 shares Non-binding advisory vote opposing executive compensation
Director Overton - For 37,279,010 shares Votes for election of director David Overton
Director Meyer - For 37,840,005 shares Votes for election of director Janice L. Meyer
Broker non-votes (directors) 5,708,297 shares Broker non-votes on each director election proposal
broker non-votes financial
"Broker Non-Votes | --------------------------------------------------------------- | 37,666,375 |"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding, advisory basis regulatory
"The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
named executive officers financial
"the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
annual meeting of stockholders regulatory
"the annual meeting of stockholders held on May 28, 2026 are as follows"

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FAQ

What did Cheesecake Factory (CAKE) stockholders decide at the 2026 annual meeting?

Stockholders elected all eight director nominees, ratified KPMG LLP as the 2026 independent auditor, and approved executive compensation on a non-binding basis. Each proposal received strong support, with director elections and say-on-pay drawing more than 37 million favorable votes.

Which auditor did Cheesecake Factory (CAKE) stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2026. The vote was 43,129,227 shares for, 466,633 against, and 14,866 abstentions, with no broker non-votes reported on this proposal.

How did Cheesecake Factory (CAKE) stockholders vote on executive compensation in 2026?

Stockholders approved the company’s named executive officer compensation on a non-binding advisory basis. The vote totaled 37,666,375 shares for, 211,834 against, and 24,220 abstentions, along with 5,708,297 broker non-votes recorded on this say-on-pay proposal.

Were Cheesecake Factory (CAKE) director nominees elected at the 2026 annual meeting?

All eight director nominees, including David Overton and Janice L. Meyer, were elected for terms expiring at the 2027 annual meeting. Each nominee received at least 34,878,570 votes for, with varying levels of votes against, abstentions, and over 5.7 million broker non-votes.

Did Cheesecake Factory (CAKE) stockholders vote on any matters besides directors in 2026?

Yes. In addition to electing directors, stockholders voted on ratifying KPMG LLP as the 2026 auditor and a non-binding advisory resolution on executive compensation. No other matters were submitted for stockholder action at the 2026 annual meeting.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 28, 2026

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   0-20574   51-0340466
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

26901 Malibu Hills Road
Calabasas Hills, California
  91301
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (818) 871-3000

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock, par value $.01 per share   CAKE   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Results of the 2026 Annual Stockholders’ Meeting

 

The final results of the vote taken for each proposal presented at the annual meeting of stockholders held on May 28, 2026 are as follows:

 

Proposal 1: Election of Directors.

 

Each of the following director nominees was elected to serve on The Cheesecake Factory Incorporated’s (the “Company”) board of directors for a term expiring at the Company’s 2027 annual meeting of stockholders or until their respective successors shall be elected and qualified, by the following vote:

 

Name  For   Against   Abstain   Broker Non-Votes 
David Overton   37,279,010    608,943    14,476    5,708,297 
Edie A. Ames   37,654,462    222,369    25,598    5,708,297 
Alexander L. Cappello   35,467,249    2,418,715    16,465    5,708,297 
Khanh Collins   37,650,441    211,180    40,808    5,708,297 
Adam S. Gordon   37,831,512    41,500    29,417    5,708,297 
Jerome I. Kransdorf   34,878,570    3,007,263    16,596    5,708,297 
Janice L. Meyer   37,840,005    46,541    15,883    5,708,297 
David B. Pittaway   35,446,281    2,437,355    18,793    5,708,297 

 

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2026.

 

The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2026, ending December 29, 2026. The votes regarding this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 43,129,227    466,633    14,866    0 

 

Proposal 3: Non-Binding Advisory Vote on Executive Compensation.

 

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The votes regarding this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 37,666,375    211,834    24,220    5,708,297 

 

No other matters were submitted for stockholder action.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 3, 2026 THE CHEESECAKE FACTORY INCORPORATED
   
  By: /s/ Matthew E. Clark
    Matthew E. Clark
    Executive Vice President and Chief Financial Officer

 

 

 

 

Filing Exhibits & Attachments

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