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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On May 20, 2021, the stockholders of Red Robin Gourmet Burgers, Inc. (the "Company") approved an amendment to the Company's 2017 Performance Incentive Plan (the "2017 Plan") at the Company's annual stockholders meeting. The amendment increases the number of shares of common stock of the Company authorized for issuance under the 2017 Plan by 350,000 shares. The material terms of the 2017 Plan, as amended, are summarized in the Company's definitive proxy statement, dated April 5, 2021, under the heading "Proposal 3 – Approval of the Amendment to the 2017 Performance Incentive Plan." Such summary and the description above do not purport to be complete and are qualified in their entirety by reference to the text of the 2017 Plan, as amended, which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual stockholders meeting on May 20, 2021. Of the 15,580,649 shares of common stock issued and outstanding as of the record date, 14,181,166 shares of common stock (approximately 91.02%) 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; approved an amendment to the Company's 2017 Plan, and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2021 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
12,606,205
195,902
4,985
1,374,164
98.47%
Thomas G. Conforti
12,605,830
196,242
4,930
1,374,164
98.47%
Cambria W. Dunaway
12,032,405
769,872
4,815
1,374,164
93.99%
G.J. Hart
12,427,301
374,525
5,176
1,374,164
97.07%
Kalen F. Holmes
11,993,309
807,957
5,736
1,374,164
93.69%
Glenn B. Kaufman
12,206,830
595,305
4,867
1,374,164
95.35%
Steven K. Lumpkin
12,218,332
583,794
4,876
1,374,164
95.44%
Paul J.B. Murphy III
12,606,889
194,971
5,142
1,374,164
98.48%
David A. Pace
12,386,708
415,176
5,118
1,374,164
96.76%
Allison Page
12,610,374
191,600
5,028
1,374,164
98.50%
Anddria Varnado
12,699,150
101,306
6,546
1,374,164
99.21%
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
12,006,067
781,558
19,377
1,374,164
93.89%
3. Approval of an amendment to the Company's 2017 Plan:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
% OF VOTES CAST
10,259,099
2,522,807
25,096
1,374,164
80.26%
1
4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 26, 2021:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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.