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:
☐
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 Exchange Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
RRGB
NASDAQ
(Global Select Market)
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 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual stockholders meeting on May 19, 2022. Of the 15,748,905 shares of common stock issued and outstanding as of the record date, 14,411,095 shares of common stock (approximately 91.51%) were present or represented by proxy at the annual meeting. The Company's stockholders elected all of the directors nominated by the Company's board of directors; approved, on an advisory basis, the compensation of the Company's named executive officers, and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2022 fiscal year. The vote results for the matters submitted to stockholders are as follows:
1. Election of directors:
Name
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
% OF VOTES CAST
Anthony S. Ackil
12,288,876
317,180
21,306
1,783,733
97.48%
Thomas G. Conforti
12,342,767
263,487
21,108
1,783,733
97.91%
Cambria W. Dunaway
11,964,937
654,695
7,730
1,783,733
94.81%
G.J. Hart
12,280,482
325,106
21,774
1,783,733
97.42%
Kalen F. Holmes
11,995,125
622,804
9,433
1,783,733
95.06%
Steven K. Lumpkin
12,048,438
571,269
7,655
1,783,733
95.47%
Paul J.B. Murphy III
12,334,945
287,648
4,769
1,783,733
97.72%
David A. Pace
12,228,490
391,046
7,826
1,783,733
96.90%
Allison Page
12,270,685
335,222
21,455
1,783,733
97.34%
Anddria Varnado
12,223,662
382,281
21,419
1,783,733
96.97%
2. Approval, on an advisory basis, of the compensation of the Company's named executive officers:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
% OF VOTES CAST
12,363,294
255,381
8,687
1,783,733
97.98%
3. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 25, 2022:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
% OF VOTES CAST
14,362,081
25,267
23,747
0
99.82%
2
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
SIGNATURE
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.