- Current report filing (8-K)
February 17 2009 - 4:40PM
Edgar (US Regulatory)
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):
February 11,
2009
RED
ROBIN GOURMET BURGERS, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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0-49916
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84-1573084
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification Number)
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6312 S. Fiddlers Green Circle,
Suite 200N
Greenwood Village, Colorado
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80111
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(Address of principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(303) 846-6000
Not
Applicable
(Former name or
former address, if changed since last report)
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
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On February 11,
2009, the Board of Directors of Red Robin Gourmet Burgers, Inc. (the
Company
) approved Amendment No. 1 to
Second Amended and Restated Bylaws of the Company (the
Amendment
), which amends certain
provisions of the Second Amended and Restated Bylaws of the Company dated December 7,
2007 (the
Bylaws
). Article I, Section 1, Subsection
(C), clause (c) of the Bylaws was amended to require that the advance
notice provided by stockholders of proposed business and nominations include
disclosure of any agreements, arrangements or understanding that the
stockholder or beneficial owner has entered into as of the date of such notice,
the effect or intent of which is to mitigate loss to, manage risk or benefit of
share price changes for, or increase or decrease the voting power of, such
stockholder or such beneficial owner, with respect to shares of stock of the
Company.
The Amendment
became effective upon its approval by the Board of Directors. The foregoing description of the Amendment is
only a summary and is qualified in its entirety by reference to the full text
of the Amendment and the Bylaws. A copy
of the Amendment is attached hereto as Exhibit 3.1 and is incorporated by
reference herein.
ITEM
9.01 Financial Statements And
Exhibits
(d) Exhibits
Exhibit No.
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Description
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3.1
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Amendment No. 1 to Second Amended and Restated
Bylaws of Red Robin Gourmet Burgers, Inc. dated February 11, 2009.
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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.
Date:
February 17, 2009
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RED
ROBIN GOURMET BURGERS, INC.
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By:
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/s/ Annita M. Menogan
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Name: Annita M. Menogan
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Title: Chief Legal Officer
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3
EXHIBIT
INDEX
Exhibit No.
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Description
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3.1
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Amendment No. 1 to Second Amended and Restated
Bylaws of Red Robin Gourmet Burgers, Inc. dated February 11, 2009.
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4
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