Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 2024  
(Exact Name Of Registrant As Specified In Its Charter) 
(State or Other Jurisdiction
of Incorporation)
File Number)
(IRS Employer
Identification No.)

1623 Toomey Rd.
Austin, Texas 78704
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 473-2783
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 (see General Instruction A.2. below):
 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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareCHUYNasdaq 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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2024, the Board of Directors (the “Board”) of Chuy’s Holdings, Inc. (the “Company”) appointed Nancy Freda-Smith to the Board. Ms. Freda-Smith was appointed as a Class III director with an initial term expiring at the Company’s 2024 annual meeting of stockholders. Ms. Freda-Smith was also appointed as a member of the Audit Committee of the Board. The Board has determined that Ms. Freda-Smith is an independent director under the Nasdaq rules.
In connection with her appointment, on May 1, 2024, Ms. Freda-Smith entered into the Company’s standard indemnification agreement for directors. Ms. Freda-Smith will also receive compensation in accordance with the Company’s existing compensation arrangements for non-employee directors, which are described in “Item 11. Executive Compensation—Director Compensation” in Amendment No. 1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 25, 2024. There are no arrangements or understandings between Ms. Freda-Smith and any other person pursuant to which she was selected to serve on the Board, and there are no relationships between Ms. Freda-Smith and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Amendment No. 7 to the Registration Statement on Form S-1 (File No. 333-176097), filed on July 11, 2012)
104Cover Page Interactive Data File (formatted as Inline XBRL)


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.
By:/s/ Jon W. Howie
 Name: Jon W. Howie
Title: Vice President and Chief Financial Officer

Date: May 3, 2024