CHEESECAKE FACTORY INC : Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 1, 2021, The Cheesecake Factory Incorporated (the "Company") entered into the Second Amendment (the "Amendment") to Membership Interest Purchase Agreement (the "MIPA") with The Cheesecake Factory Restaurants, Inc., SWF Posse LLC, and Fox Restaurant Concepts LLC ("FRC"). Under the terms of the MIPA, the Company acquired North Italia and FRC, the terms of which provided for contingent consideration based upon the Aggregate TTM Sales (as defined in the MIPA) of the FRC brands apart from North Italia and Flower Child over a five-year measurement period ending October 1, 2024. The Amendment, among other things, amends the measurement period so that the contingent consideration will be based on Recorded Sales (as defined in the Amendment) and may be paid for each of the six fiscal years of 2021 through 2026, provided that an Aggregate TTM 4-wall Margin Floor, which was also amended pursuant to the Amendment, is achieved.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Results of the 2021 Annual Stockholders' Meeting.

The final results of the vote taken for each proposal presented at the annual meeting of stockholders held on May 27, 2021 are as follows:

Proposal 1: Election of Directors.

Name                        For            Against       Abstain       Broker Non-Votes
David Overton             43,015,750         975,969       27,129              5,990,111
Edie A. Ames              43,402,531         577,404       38,913              5,990,111
Alexander L. Cappello     42,888,309       1,090,599       39,940              5,990,111
Jerome I. Kransdorf       37,251,377       6,738,682       28,789              5,990,111
Janice L. Meyer           43,762,638         217,023       39,187              5,990,111
Laurence B. Mindel        43,081,204         897,557       40,087              5,990,111
David B. Pittaway         43,377,941         612,198       28,709              5,990,111
Herbert Simon             43,084,120         905,502       29,226              5,990,111
Paul D. Ginsberg*          9,603,456               0            0                      0

* As disclosed in the Company's proxy statement, Mr. Ginsberg is subject to

election only by the holder of Series A preferred stock. Accordingly, the votes

reported for Mr. Ginsburg include only votes cast by the holder of Series A

   preferred stock.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2021.

    For          Against      Abstain      Broker Non-Votes
  49,915,288       59,175       34,496                     0

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

    For            Against       Abstain       Broker Non-Votes
  42,603,058       1,364,094       51,696              5,990,111

Proposal 4: Approval, Pursuant to Nasdaq Listing Rule 5635, of the Issuance of Shares of Common Stock in Excess of the Ownership Limitation upon Conversion of the Outstanding Shares of Series A Preferred Stock.**

    For           Against      Abstain       Broker Non-Votes
  34,051,556       331,456       32,380              5,990,111

** As disclosed in the Company's proxy statement, the holder of the Series A

    preferred stock is not entitled to vote on Proposal No. 4. Accordingly, the
    total reported for Proposal No. 4 does not include any votes cast by the
    holder of Series A preferred stock.

ITEM 7.01 REGULATION FD DISCLOSURE

The following information under 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.

In a Press Release dated May 26, 2021, the Company announced that it will present at the following virtual investor conferences:

· William Blair 41st Annual Growth Stock Conference on June 2, 2021 at 11:40

a.m. Eastern Time

· Baird 2021 Global Consumer, Technology & Services Conference on June 8, 2021 at

11:25 a.m. Eastern Time.

David Gordon, President, and Matthew Clark, Executive Vice President and Chief Financial Officer, will present on behalf of the Company.

The presentations will be webcast on the Company's website at investors.thecheesecakefactory.com. Replays will be available for seven days following the live presentation. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In a press release dated June 2, 2021, a copy of which is furnished as Exhibit 99.2 to this report, the Company provided a business update as of May 31, 2021 in advance of the Company's participation at the upcoming investor conferences.

The Company has previously furnished press releases regarding investor conference participation on current reports on Form 8-K but does not intend to furnish press releases or otherwise disclose conference participation on current reports on Form 8-K going forward.

 ITEM 8.01 OTHER EVENTS




Election of Lead Director

Mr. Jerome Kransdorf's term as Lead Director of the Board was scheduled to expire at the 2021 annual meeting of stockholders. On May 26, 2021, subject to his re-election as a director by the Company's stockholders at the 2021 annual meeting of stockholders, the independent directors of the Company re-elected Mr. Kransdorf as Lead Director of the Board, to serve in that capacity until the 2022 annual meeting of stockholders or his successor has been elected.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 (d) Exhibits




  99.1     Press release dated May 26, 2021 entitled "The Cheesecake Factory to
         Present at Upcoming Virtual Investor Conferences."
  99.2     Press release dated June 2, 2021 entitled "The Cheesecake Factory
         Provides Business Update."
104.1    Cover Page Interactive Data File (embedded within the inline XBRL
         document)

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