Who is entitled to vote at the meeting?
Holders of common stock, as of the close of business on the record date, April 17, 2020, will receive notice of, and be eligible to vote at, the annual
meeting and at any adjournment or postponement of the annual meeting. At the close of business on the record date, we had outstanding and entitled to vote 28,591,751 shares of common stock.
How many votes do I have?
Each outstanding share of our
common stock you owned as of the record date will be entitled to one vote for each matter considered at the meeting. There is no cumulative voting.
Who can attend the meeting?
Only persons with evidence
of stock ownership as of the record date or who are invited guests of the Company may attend and be admitted to the annual meeting of the shareholders. Shareholders with evidence of stock ownership as of the record date may be accompanied by one
guest. Photo identification will be required (a valid drivers license, state identification or passport). If a stockholders shares are registered in the name of a broker, trust, bank or other nominee, the stockholder must bring a proxy
or a letter from that broker, trust, bank or other nominee or a recent brokerage account statement that confirms that the stockholder was a beneficial owner of shares of stock of the Company as of the record date. Since seating is limited, admission
to the meeting will be on a first-come, first-served basis. Registration will begin at 12:00 noon, and seating will begin at 12:30 P.M. For directions to the meeting, please call Judy Wigginton at (407)
829-3463.
Cameras (including cell phones with photographic capabilities), recording devices and other electronic
devices will not be permitted at the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a
quorum, permitting the conduct of business at the meeting.
Proxies received but marked as abstentions and broker
non-votes, if any, will be included in the calculation of the number of votes considered to be present at the meeting for the purposes of a quorum, provided, with regard to broker non-votes, that at least one matter to be voted upon is considered routine such that discretionary authority is available for that matter.
How do I vote?
If you are a holder of record
(that is, your shares are registered in your own name with our transfer agent), you can vote either in person at the annual meeting or by proxy without attending the annual meeting. We urge you to vote by proxy even if you plan to attend the annual
meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting in person, you may vote at the meeting and your proxy will not be counted. You can vote by proxy by any of the
following methods.
Voting by Telephone or Through the Internet. If you are a registered stockholder (that is, if you own shares in your own name
and not through a broker, bank or other nominee that holds shares for your account in a street name capacity), you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through
the Internet must be received by midnight Eastern Time on June 15, 2020. Please see the proxy card for instructions on how to access the telephone and Internet voting systems.
Voting by Proxy Card. Each stockholder electing to receive stockholder materials by mail may vote by proxy by using the accompanying proxy card. When
you return a proxy card that is properly signed and completed, the shares represented by your proxy will be voted as you specify on the proxy card.
If
you hold your shares in street name, you must either direct the bank, broker or other record holder of your shares as to how to vote your shares, or obtain a proxy from the bank, broker or other record holder to vote at the meeting.
Please refer to the voter instruction cards used by your bank, broker or other record holder for specific instructions on methods of voting, including by telephone or using the Internet.
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NASDAQ: RUTH
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