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Chuy's (CHUY) investor relations material
Chuy's has been acquired by Darden Restaurants Inc
Chuy's Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary5 Sep, 2024
Executive summary
A special meeting is scheduled for October 10, 2024, to vote on a merger agreement for the company to be acquired by Darden Restaurants, Inc. at $37.50 per share in cash, representing a 47.9% premium to the pre-announcement price.
The board unanimously recommends voting in favor of the merger, an advisory compensation proposal, and a potential adjournment proposal if more time is needed to solicit votes.
Piper Sandler & Co. provided a fairness opinion, concluding the merger consideration is fair from a financial point of view.
Voting matters and shareholder proposals
Stockholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if necessary to solicit more proxies.
Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.
Appraisal rights are available for dissenting stockholders under Delaware law.
Board of directors and corporate governance
The board consists of seven members, with Steve Hislop as Chair, President, and CEO.
The board regularly reviewed strategic alternatives and unanimously approved the merger after a thorough process, including a go-shop period.
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Frequently asked questions
Chuy's Holdings Inc owns and operates a chain of full-service restaurants serving Mexican and Tex-Mex cuisine. The company offers a menu of made-from-scratch dishes in a casual dining atmosphere, primarily across the southern and southeastern United States. The company is headquartered in Austin, Texas, and its shares are listed on the NASDAQ.
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