Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The following table presents our purchases of our common stock during the fiscal quarter ended June 28, 2022 (in thousands, except per share data):
+Added: The following table presents our purchases of our common stock during the fiscal quarter ended September 27, 2022 (in thousands, except per share data):
Total Number of
9 unchanged sentences
Paid per Share
−Removed: March 30 — May 3, 2022
−Removed: May 4 — May 31, 2022
−Removed: June 1 — June 28, 2022
+Added: June 29 — August 2, 2022
+Added: August 3 — August 30, 2022
+Added: August 31 — September 27, 2022
(1) The total number of shares purchased includes 15,294 shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations.
−Removed: Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.6 million shares at a total cost of $1,717.3 million through June 28, 2022 with 359,705 shares repurchased at a cost of $10.9 million during the second quarter of fiscal 2022.
+Added: Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 54.5 million shares at a total cost of $1,744.0 million through September 27, 2022 with 889,309 shares repurchased at a cost of $26.7 million during the third quarter of fiscal 2022.
Our share repurchase program 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.
The timing and number of shares repurchased are subject to legal constraints and covenants under our credit facility that limit share repurchases based on a defined ratio.
+Added: (See Notes 9 and 13 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of our repurchase authorization and methods and increased authorized amount under our share repurchase program, respectively.)
Incorporated by
4 unchanged sentences
Certificate of Designations of The Cheesecake Factory Incorporated, dated April 20, 2020
−Removed: Bylaws of The Cheesecake Factory Incorporated (Amended and Restated on May 20, 2009)
+Added: Bylaws of The Cheesecake Factory Incorporated, amended and restated on October 26, 2022
+Added: Filed herewith
Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S.
3 unchanged sentences
Form of certificate representing the 0.375% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)
−Removed: The Cheesecake Factory Incorporated Stock Incentive Plan, as amended by the Amendment
+Added: Fourth Amended and Restated Loan Agreement with JPMorgan Chase Bank, National Association dates as of October 6, 2022
+Added: Filed herewith
Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
8 unchanged sentences
Filed herewith
−Removed: The following materials from The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2022, formatted in Inline eXtensible Business Reporting Language (iXBRL):
+Added: The following materials from The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2022, 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
−Removed: The cover page of The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2022, formatted in iXBRL (included with Exhibit 101.1)
+Added: The cover page of The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2022, formatted in iXBRL (included with Exhibit 101.1)
Filed herewith
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.
−Removed: August 1, 2022
+Added: November 2, 2022
THE CHEESECAKE FACTORY INCORPORATED
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.