false 0000887596 0000887596 2024-10-23 2024-10-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 23, 2024

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. ¨

The following information under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure” is intended to be furnished. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In a press release dated October 29, 2024, a copy of which is furnished as Exhibit 99.1 to this report, The Cheesecake Factory Incorporated (the “Company”) reported third quarter fiscal 2024 financial results.

ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b) On October 24, 2024, Laurence B. Mindel, a member of the Board of Directors of the Company (the “Board”), notified the Board of his intention to retire from the Board, effective immediately. The Board expressed its deep appreciation and sincere thanks for Mr. Mindel’s service on the Board and for his invaluable contributions to the Company.

ITEM 7.01 | REGULATION FD DISCLOSURE

On October 29, 2024, the Company posted an updated Investor Presentation on the Company’s Investor Relations website at investors.thecheesecakefactory.com. A copy of the presentation is furnished as Exhibit 99.2 hereto and is incorporated by reference herein.

ITEM 8.01 | OTHER EVENTS

On October 23, 2024, the Board declared a quarterly cash dividend of $0.27 per share which will be paid on November 26, 2024 to the stockholders of record of each share of the Company’s common stock at the close of business on November 13, 2024. Future decisions to pay or to increase or decrease dividends are at the discretion of the Board and will depend upon operating performance and other factors.

ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS

(d) | Exhibits

| 99.1 | Press Release dated October 29, 2024 entitled “The Cheesecake Factory Reports Results for Third Quarter of Fiscal 2024 and Provides Business Update”
| 99.2 | The Cheesecake Factory Investor Presentation dated October 29, 2024
| 104.1 | Cover Page Interactive Data File (embedded within the inline XBRL document)

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: October 29, 2024 | THE CHEESECAKE FACTORY INCORPORATED
| By: | /s/ Matthew E. Clark
|  | Matthew E. Clark
|  | Executive Vice President and Chief Financial Officer