CHEESECAKE FACTORY INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. ​ The following table presents our purchases of our common stock during the fiscal quarter ended June 29, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Maximum Number ​ ​ ​ ​ ​ ​ Shares Purchased ​ of Shares that May ​ ​ Total Number ​ ​ ​ as Part of Publicly ​ Yet be Purchased ​ ​ of Shares ​ Average Price ​ Announced Plans ​ Under the Plans or Period ​ Purchased (1) ​ Paid per Share ​ or Programs ​ Programs March 31 — May 4, 2021 370 ​ $ 58.63 — 2,894,587 May 5 — June 1, 2021 7,988 ​ 59.29 — 2,886,599 June 2 — June 29, 2021 1,881 ​ 57.42 — 2,884,718 Total 10,239 ​ — (1) The total number of shares purchased represents shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations. ​ Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.1 million shares at a total cost of $1,701.3 million through June 29, 2021 with 10,239 shares repurchased at a cost of $0.6 million during the second quarter of fiscal 2021 to satisfy tax withholding obligations on vested restricted share awards. Our share repurchase authorization does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time. To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our credit facility, in March 2020, our Board suspended share repurchases. The timing and number of shares repurchased are also subject to legal constraints and financial covenants under our credit facility that limit share repurchases based on a defined ratio. ​ ​ 36 Table of Contents Item 6. Exhibits ​ Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.1 ​ Underwriting Agreement, dated as of June 10, 2021, between The Cheesecake Factory Incorporated and the representative underwriters named therein, related to the issuance and sale of common stock ​ 8-K ​ 000-20574 ​ 1.1 ​ 6/15/21 1.2 ​ Underwriting Agreement, dated as of June 10, 2021, between The Cheesecake Factory Incorporated and the representative underwriters named therein, related to the issuance and sale of 0.375% Convertible Senior Notes due 2026 ​ 8-K ​ 000-20574 ​ 1.2 ​ 6/15/21 2.1 ​ Second Amendment to Membership Interest Purchase Agreement, dated as of June 1, 2021, by and among The Cheesecake Factory Restaurants, Inc., Fox Restaurant Concepts LLC, and SWF Posse LLC, as Seller’s representative#† ​ — ​ — ​ — ​ Filed herewith 3.1 ​ Restated Certificate of Incorporation of The Cheesecake Factory Incorporated ​ 10-Q ​ 000-20574 ​ 3.2 ​ 8/6/18 3.2 ​ Certificate of Designations of The Cheesecake Factory Incorporated, dated April 20, 2020 ​ 8-K ​ 000-20574 ​ 3.1 ​ 4/20/20 3.3 ​ Bylaws of The Cheesecake Factory Incorporated (Amended and Restated on May 20, 2009) ​ 8-K ​ 000-20574 ​ 3.8 ​ 5/27/09 4.1 ​ Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S. Bank National Association, as trustee ​ 8-K ​ 000-20574 ​ 4.1 ​ 6/15/21 4.2 ​ First Supplemental Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S. Bank National Association, as trustee ​ 8-K ​ 000-20574 ​ 4.2 ​ 6/15/21 4.3 ​ Form of certificate representing the 0.375% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2) ​ 8-K ​ 000-20574 ​ 4.3 ​ 6/15/21 10.1 ​ Repurchase Agreement, dated as of June 10, 2021, among The Cheesecake Factory Incorporated and RC CAKE 1 LLC, RC CAKE 2 LLC AND RC CAKE 3 LLC ​ 8-K ​ 000-20574 ​ 10.1 ​ 6/15/21 10.2 ​ Conversion Agreement, dated as of June 10, 2021, between The Cheesecake Factory Incorporated and RC CAKE HOLDINGS LLC ​ 8-K ​ 000-20574 ​ 10.2 ​ 6/15/21 31.1 ​ Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer ​ — ​ — ​ — ​ Filed herewith 31.2 ​ Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer ​ — ​ — ​ — ​ Filed herewith 32.1 ​ Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer ​ — ​ — ​ — ​ Filed herewith 32.2 ​ Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer ​ — ​ — ​ — ​ Filed herewith 37 Table of Contents Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.1 ​ The following materials from The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2021, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statement of stockholders’ equity, (v) condensed consolidated statements of cash flows, and (vi) the notes to the condensed consolidated financial statements ​ — ​ — ​ — ​ Filed herewith 104.1 ​ The cover page of The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2021, formatted in iXBRL (included with Exhibit 101.1) ​ — ​ — ​ — ​ Filed herewith * The schedules (or similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules or similar attachments) to the SEC upon request. † Certain confidential information contained in this agreement has been omitted because it is both material and is the type that the Company treats as private or confidential. # Management contract or compensatory plan or arrangement required to be filed as an exhibit. ​ 38 Table of Contents 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 thereunto duly authorized. ​ ​ Date: August 4, 2021 THE CHEESECAKE FACTORY INCORPORATED ​ ​ ​ By: /s/ DAVID OVERTON ​ ​ David Overton ​ ​ Chairman of the Board and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ By: /s/ MATTHEW E. CLARK ​ ​ Matthew E. Clark ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial Officer) ​ ​ 39