- Current report filing (8-K)
January 11 2010 - 5:19PM
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):
January 11,
2010
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
0-49916
|
|
84-1573084
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission file number)
|
|
(I.R.S. Employer
Identification Number)
|
6312 S. Fiddlers Green Circle,
Suite 200N
Greenwood Village, Colorado
|
|
80111
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On January 11,
2010, Red Robin Gourmet Burgers, Inc. (the Company) entered into a letter
agreement with Dennis B. Mullen, the Companys Chairman of the Board and Chief
Executive Officer (the Amendment). The
Amendment modifies certain provisions of Mr. Mullens Second Amended and
Restated Employment Agreement dated March 10, 2008, as previously amended August
15, 2008 (the Existing Agreement). The
Compensation Committee of the Companys Board of Director undertook a review of
the Existing Agreement in connection with its annual review of executive
compensation that commenced in October 2009.
Under the Existing
Agreement, Mr. Mullen was eligible to receive a cash bonus for each of the
years ended December 31, 2009, 2010, 2011 and 2012 of not less than
fifty-percent (50%) of his annual base salary if certain performance metrics
determined by the Compensation Committee for the year ended December 31, 2009
were met. Although the Company believes
that such metrics were satisfied for the year ended December 31, 2009, at the request
of the Compensation Committee, Mr. Mullen agreed to waive this bonus amount for
2010, 2011 and 2012. The Amendment
provides that Mr. Mullens bonus eligibility in 2010, 2011 and 2012 will be
based solely on his participation in the Companys annual incentive plan. In
connection with the Amendment, the Compensation Committee determined that Mr.
Mullens 2010 annual incentive bonus target will be 100% of his base salary,
increased from 90% in 2009.
The Amendment
increases Mr. Mullens annual base salary from $725,000 to $800,000 for
2010. In addition, the Amendment terminates
Mr. Mullens right to be paid or reimbursed for personal travel expenses
incurred by Mr. Mullen in commuting between Arizona and Colorado, as well as
the tax gross-up related to such payments.
The Amendment also deletes the 280G tax gross-up provision set forth in
the Existing Agreement, so that in the event that Mr. Mullen would be required
to pay any excise tax imposed by Internal Revenue Code Section 4999, the
Company no longer has an obligation to pay Mr. Mullen such amounts. The Amendment replaces the tax gross-up
provision with a cutback provision, so that compensation payable to Mr. Mullen that
would otherwise trigger the excise tax imposed by Internal Revenue Code Section
4999 may be reduced up to a defined amount so as not to trigger such tax.
In connection with the Amendment,
the Compensation Committee also determined that, when granted, 50% of the
annual equity grants for 2010 to Mr. Mullen will be performance-based instead
of 100% time-based. The performance
criteria will be established at the time of the annual grants, which typically
take place in February.
A copy of the Amendment
is filed with this report as Exhibit 10.1 and is incorporated herein by reference.
The foregoing description of the Amendment
is qualified in its entirety by reference to Exhibit 10.1.
2
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
|
|
Description
|
10.1
|
|
Letter Agreement
between Red Robin Gourmet Burgers, Inc. and Dennis B. Mullen dated January 11,
2010.
|
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: January 11, 2010
|
RED
ROBIN GOURMET BURGERS, INC.
|
|
|
|
|
|
|
By:
|
/s/ Annita M. Menogan
|
|
|
Annita M. Menogan,
Chief Legal Officer
|
3
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
10.1
|
|
Letter Agreement
between Red Robin Gourmet Burgers, Inc. and Dennis B. Mullen dated January 11,
2010.
|
4
Red Robin Gourmet Burgers (NASDAQ:RRGB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Red Robin Gourmet Burgers (NASDAQ:RRGB)
Historical Stock Chart
From Jul 2023 to Jul 2024