UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 21, 2020
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-34851 84-1573084
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

6312 S. Fiddler’s Green Circle, Suite 200N
Greenwood Village, Colorado 80111
(Address of principal executive offices) (zip code)

(303) 846-6000
(Registrant’s telephone number, including area code)
_______________________
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
o
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 o

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. o




ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)  On May 21, 2020, 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 275,000 shares. The material terms of the 2017 Plan, as amended, are summarized in the Company’s definitive proxy statement, dated April 8, 2020, under the heading “Proposal 4 - Approval of 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 21, 2020. Of the 12,882,682 shares of common stock issued and outstanding as of the record date, 11,744,099 shares of common stock (approximately 91.16%) 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 Amended and Restated Employee Stock Purchase Plan; approved an amendment to the Company’s 2017 Performance Incentive Plan; and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 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 9,798,904 231,147 9,784 1,704,264 97.70%
Thomas G. Conforti 9,758,709 271,087 10,039 1,704,264 97.30%
Cambria W. Dunaway 9,435,007 595,503 9,325 1,704,264 94.06%
G.J. Hart 9,775,217 254,261 10,357 1,704,264 97.46%
Kalen F. Holmes 9,368,071 662,183 9,581 1,704,264 93.40%
Glenn B. Kaufman 9,411,768 618,482 9,585 1,704,264 93.83%
Steven K. Lumpkin 9,448,125 581,861 9,849 1,704,264 94.20%
Paul J.B. Murphy III 9,747,497 284,558 7,780 1,704,264 97.16%
David A. Pace 9,776,432 255,328 8,075 1,704,264 97.45%
Allison Page 9,778,630 253,822 7,383 1,704,264 97.47%


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
9,690,913 310,578 38,344 1,704,264 96.89%

3.Approval of an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan:

FOR AGAINST ABSTAIN BROKER NON-VOTES % OF VOTES CAST
9,978,511 43,953 17,371 1,704,264 99.56%





4. Approval of an amendment to the Company’s 2017 Performance Incentive Plan:

FOR AGAINST ABSTAIN BROKER NON-VOTES % OF VOTES CAST
8,774,526 1,229,965 35,344 1,704,264 87.71%

5.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2020:

FOR AGAINST ABSTAIN BROKER NON-VOTES % OF VOTES CAST
11,644,175 48,713 51,211 0 99.58%





ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits





SIGNATURES
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.

Date: May 26, 2020



RED ROBIN GOURMET BURGERS, INC.

By:
/s/ Michael L. Kaplan
Michael L. Kaplan
Executive Vice President & Chief Legal Officer


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