- Current report filing (8-K)
October 06 2009 - 5:23PM
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):
September
30, 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
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))
Item 1.01
Entry
into a Material Definitive Agreement.
On September 30, 2009, Red Robin Gourmet Burgers, Inc. (the Company)
entered into separate Indemnification Agreements with each of the following
directors and executive officers: Dennis Mullen, Todd Brighton, Eric Houseman,
Pattye Moore, Marcus Zanner, Annita Menogan, Susan Lintonsmith and Jonathon
James. The Company also has entered into
Indemnification Agreements with certain other non-executive members of
management effective September 30, 2009.
The Indemnification Agreements are identical to the form of
Indemnification Agreement previously executed by other members of the Board of
Directors and management. The execution
of the Indemnification Agreements by the individuals referenced above is
intended to create uniformity among management and members of the Board of
Directors with respect to the Companys indemnification obligations.
The Indemnification Agreements are intended to complement the indemnity
protection available under applicable law, the Companys Certificate of Incorporation
and Bylaws and any policies of insurance which may currently or hereafter be
maintained by the Company. The
Indemnification Agreement provides, among other things, and subject to certain
limitations described therein: (a) that the Company will indemnify such executive
officer or director (each, an Indemnitee), who was successful, in whole or in
part, whether on the merits or otherwise in defense of any action, suit or
proceeding, including actions by or in the right of the Company, if (i) the
Indemnitees conduct was in good faith, (ii) the Indemnitee reasonably
believed that his or her conduct was in or not opposed to the best interests of
the Company, and (iii) in the case of any criminal proceeding, the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful; (b) that
the Company will advance expenses incurred by the Indemnitee in any such
proceeding, including attorneys fees, to the Indemnitee in advance of the
final disposition of the proceeding; and (c) that the rights of the
Indemnitee under the Indemnification Agreement are in addition to any other
rights the Indemnitee may have under the Companys Certificate of
Incorporation, Bylaws, the Delaware General Corporation Law or otherwise.
The foregoing description of
the Indemnification Agreement is qualified in its entirety by reference to Exhibit 10.20
to the Companys registration statement on Form S-1/A (No. 333-87044)
filed with the Securities and Exchange Commission (SEC) on July 17, 2002,
and such exhibit is hereby incorporated by reference in its entirety into this
Item 1.01.
Item 5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(c) On September 30, 2009, the
Company hired Jonathon W. James, age 39, to serve as its Senior Vice President
of Enterprise Services. As the Senior
Vice President of Enterprise Services, Mr. James will oversee and be
responsible for the Companys Training, Operations Services, Food and
Beverage/Kitchen Operations, Information Technology, and Team Member Resources
Departments.
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The Company has agreed to pay Mr. James an annual salary of
$350,000, which will automatically increase to $375,000 on April 1,
2010. In addition, Mr. James will
receive a guaranteed minimum bonus of $50,000 for fiscal year 2009 with the
opportunity for additional bonus amounts if the Company achieves certain
performance objectives consistent with those applicable to the Companys other
executive officers and as more particularly described in the Companys Proxy
Statement filed with the SEC on April 17, 2009. The Company also granted Mr. James
an option (the Option) under the Companys Amended and Restated 2007
Performance Incentive Plan to purchase 25,000 shares of the Companys common
stock at an exercise price of $20.42 per share, which was the closing price of
the Companys common stock on the date of grant, September 30, 2009. 6,250 shares of the Option will vest on September 30,
2010 (such amount representing 25% of the total number of shares of common
stock subject to the Option), and the remaining 75% of the total number of
shares subject to the Option will vest in 36 substantially equal monthly
installments commencing on October 30, 2010.
In connection with Mr. James appointment as Senior Vice President
of Enterprise Services and Mr. James status as an executive officer of
the Company, the Company entered into a Change of Control Agreement with Mr. James. Such Change in Control Agreement is in the
form of Exhibit 10.3 to the Form 8-K filed with the SEC on March 14,
2008, and such exhibit is hereby incorporated by reference in its entirety into
this Item 5.02(c). In addition, the
Company entered into an Indemnification Agreement with Mr. James. See the disclosure under Item 1.01 above for
material terms of the Indemnification Agreement.
Mr. James is a founder and former CEO of GrassRoots Leadership,
LLC (GRL), a management consulting firm located in Denver, Colorado. Prior to
founding GRL, Mr. James was a managing partner of Enlightened Leadership
Solutions, a privately held executive leadership and management consulting firm
that provided consulting services to several businesses in the restaurant
industry, including the Company. Mr. James
has provided consulting services to the Company since the beginning of September 2006,
specifically focusing on executive leadership development, new restaurant
opening processes, succession planning, and recruitment and retention processes
and assessments. During fiscal year 2008
and year-to-date fiscal year 2009, the Company paid GRL approximately $773,371 and
$790,763, respectively, for consulting services and licensure of certain tools.
Mr. James has informed the Company that he divested his ownership interest
in GRL upon acceptance of his position with the Company. The Company may use GRL for future consulting
services from time to time, as well as continue to license certain software.
Mr. James attended Brigham Young University.
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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:
October 6, 2009
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RED ROBIN GOURMET BURGERS, INC.
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By:
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/s/
Katherine L. Scherping
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Name:
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Katherine
L. Scherping
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Title:
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Chief
Financial Officer
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