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): June 24, 2014
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-34851 | 84-1573084 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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6312 S. Fiddler’s Green Circle, Suite 200N Greenwood Village, Colorado | 80111 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 846-6000
Not Applicable
(Former name or former address, if changed since last report.)
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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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) On June 24, 2014, the Board of Directors (the “Board”) of Red Robin Gourmet Burgers, Inc. (the “Company”) appointed Cambria W. Dunaway to its Board, effective immediately. The Board has determined that Ms. Dunaway qualifies as an independent director. Ms. Dunaway’s election filled an existing vacancy on the Board, and she will serve as a director until the 2015 annual meeting of stockholders or until her successor has been duly elected and qualified, or until the earlier of her death, resignation, or retirement. Ms. Dunaway has not yet been appointed to any committees of the Board.
Ms. Dunaway will receive compensation in accordance with the Company’s standard non-employee director compensation policies, which are described in the Company’s Definitive Proxy Statement on Schedule 14A for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 8, 2014.
A copy of the press release issued by the Company with respect to the election of Ms. Dunaway is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. | Description |
99.1 | Red Robin Gourmet Burgers, Inc. Press Release dated June 26, 2014. |
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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.
RED ROBIN GOURMET BURGERS, INC.
Date: June 26, 2014 By: /s/ Michael L. Kaplan
Name: Michael L. Kaplan
Title: Senior Vice President and Chief Legal Officer
EXHIBIT INDEX
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Exhibit No. | Description |
99.1 | Red Robin Gourmet Burgers, Inc. Press Release dated June 26, 2014. |
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Red Robin Appoints Cammie Dunaway to the Board of Directors
Greenwood Village, Colo. – June 26, 2014 – Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) today announced the appointment of Cammie Dunaway, U.S. President and Global Chief Marketing Officer for KidZania, to its Board of Directors, effective June 24, 2014. Dunaway’s election fills an existing vacancy on the Board and brings the total number of directors to eight.
“Cammie Dunaway is an outstanding addition to our Board of Directors,” said Pattye Moore, Red Robin’s Board Chair. “We will benefit from her extensive experience bridging marketing and technology in consumer brands with multi-generational appeal.”
Dunaway has more than 25 years of marketing and general management experience, having previously served as Executive Vice President for Nintendo, where she oversaw all sales and marketing activities for the company in the United States, Canada, and Latin America. Prior to joining Nintendo, Dunaway was Chief Marketing Officer for Yahoo! where she led consumer, enterprise, and partnership marketing initiatives, from brand and marketing communications to product planning and positioning. During her 13-year tenure with Frito-Lay, Dunaway held various senior leadership positions.
Dunaway served on the board of Brunswick Industries, and as a member of the Nominating and Corporate Governance Committee, from 2006 to 2014. She holds a Bachelor of Science degree in business administration from the University of Richmond and an M.B.A. from Harvard Business School.
“I’m very pleased to join the Red Robin Board of Directors and look forward to contributing to the Company’s efforts to engage guests and create value for shareholders,” said Dunaway.
About Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB)
Red Robin Gourmet Burgers, Inc. (www.redrobin.com), a casual dining restaurant chain founded in 1969 that operates through its wholly-owned subsidiary, Red Robin International, Inc., is the Gourmet Burger Authority™, famous for serving more than two dozen craveable, high-quality burgers with Bottomless Steak Fries® in a fun environment welcoming to guests of all ages. In addition to its many burger offerings, Red Robin serves a wide variety of salads, soups, appetizers, entrees, desserts and signature Mad Mixology® Beverages. Red Robin offers a variety of options behind the bar, including its extensive selection of local and regional beers, and innovative adult beer shakes and cocktails, recently earning the restaurant the 2014 VIBE Vista Award for Best Beer Program in a Multi-Unit Chain Restaurant. There are nearly 500 Red Robin® restaurants across the United States and Canada, including Red Robin’s Burger Works® locations and those operating under franchise agreements. Red Robin… YUMMM®! Connect with Red Robin on Facebook and Twitter.
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For media relations questions contact:
Jennifer DeNick, Coyne PR
(973) 588-2000
For investor relations questions contact:
Stuart Brown, Chief Financial Officer
(303) 846-6000
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