Red Robin Issues Statement in Response to Vintage Capital Management
February 27 2020 - 8:20AM
Business Wire
Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) (“Red Robin” or
the “Company”) today issued the following statement in response to
the nomination by Vintage Capital Management, LLC (“Vintage”) of
four director candidates to stand for election to the Red Robin
Board of Directors at the Company’s 2020 Annual Meeting of
Stockholders. Red Robin issued the following statement:
The Red Robin Board and management team are
committed to acting in the best interests of the Company and all
shareholders. Maintaining a strong, independent Board that serves
the best interests of our shareholders, team members, guests,
franchisees and partners remains a top priority. We regularly
engage with our shareholders on a range of issues and value their
input. Members of the Board and management team have engaged in
multiple discussions with Vintage, and we intend to continue the
dialogue.
Over the past year, the Board has taken
decisive actions to ensure we have the right leadership team and
Board in place to position the Company for long-term success. In
October 2019, Paul J.B. Murphy III was appointed as President and
Chief Executive Officer, and over the past seven months, the
Company has appointed five new highly qualified directors, four of
whom are independent – Tom Conforti, G.J. Hart, David Pace and
Allison Page, along with Mr. Murphy. These individuals possess
significant restaurant, consumer and retail experience relevant to
the Company’s business and track records of leading successful
transformations to create shareholder value. The new directors add
valuable financial expertise and experience leading public
companies and round out the Board’s diverse, balanced skillset,
strongly positioning Red Robin as it continues to execute on its
strategic plan.
Given the significant undervaluation of our
stock price as compared to our strategic plan, and the recent
unusual trading in our stock, we intend to implement our share
repurchase program in the near term pursuant to our
authorization.
The Red Robin Board and management team
remain focused on executing the Company’s strategic plan while
accelerating Red Robin’s turnaround and transforming the business
to drive value for all shareholders. The Company continues to make
measurable progress towards its stated 2021 - 2023 goals,
underscored by the second consecutive quarter of comparable
restaurant revenue growth in the fourth quarter and consistent
improvements in key financial, operating and guest metrics under
Mr. Murphy’s leadership. Red Robin has identified several clear
strategic initiatives and capital allocation policies that it
believes will drive profitable, sustainable growth while enabling
the Company to de-lever and return significant capital to
shareholders.
The Board’s Nominating and Governance Committee will carefully
review Vintage’s proposed director nominees and present its formal
recommendation regarding director candidates in the Company’s proxy
materials, which will be filed with the Securities and Exchange
Commission and mailed to all shareholders eligible to vote at the
2020 Annual Meeting of Stockholders. The date of Red Robin’s 2020
Annual Meeting of Stockholders has not yet been announced.
The Red Robin transformation is already underway. Read more
here.
About Red Robin
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., and under
the trade name Red Robin Gourmet Burgers and Brews, 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. Whether a family
dining with kids, adults grabbing a drink at the bar, or teens
enjoying a meal, Red Robin offers an unparalleled experience for
its Guests. In addition to its many burger offerings, Red Robin
serves a wide variety of salads, soups, appetizers, entrees,
desserts, and signature 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,
earning the restaurant a VIBE Vista Award for Best Beer Program in
a Multi-Unit Chain Restaurant. There are more than 560 Red Robin
restaurants across the United States and Canada, including
locations operating under franchise agreements. Red Robin… YUMMM®!
Connect with Red Robin on Facebook, Instagram, and Twitter.
Forward-Looking Statements
Forward-looking statements in this press release are made under
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on assumptions
believed by the Company to be reasonable and speak only as of the
date on which such statements are made. Except as required by law,
the Company undertakes no obligation to update such statements to
reflect events or circumstances arising after such date, and
cautions investors not to place undue reliance on any such
forward-looking statements. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those described in the statements based on a number
of factors, including but not limited to the following: the
effectiveness of the Company’s strategic initiatives, including the
effectiveness of the Company’s affordability, service improvement,
technology, and off-site initiatives to drive traffic and sales;
the ability to increase labor productivity through alternative
labor models, and to train the Company's workforce for service
execution complexities related to growth of multiple revenue
streams in the restaurant; and other risk factors described from
time to time in the Company’s Form 10-K, Form 10-Q, and Form 8-K
reports (including all amendments to those reports) filed with the
U.S. Securities and Exchange Commission.
Solicitation of Proxies
Red Robin Gourmet Burgers, Inc. (“Red Robin”) intends to file a
proxy statement and WHITE proxy card with the U.S. Securities and
Exchange Commission (the “SEC”) in connection with its solicitation
of proxies for its 2020 Annual Meeting of Stockholders (the “2020
Annual Meeting”). RED ROBIN STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain the proxy statement, any amendments or
supplements to the proxy statement and other documents as and when
filed by Red Robin with the SEC without charge from the SEC’s
website at www.sec.gov.
Certain Information Regarding Participants
Red Robin, its directors and certain of its executive officers
may be deemed to be participants in connection with the
solicitation of proxies from Red Robin’s stockholders in connection
with the matters to be considered at the 2020 Annual Meeting.
Information regarding the ownership of Red Robin’s directors and
executive officers in Red Robin common shares is included in their
SEC filings on Forms 3, 4, and 5, which can be found through the
SEC’s website at www.sec.gov. Information can also be found in Red
Robin’s other SEC filings. More detailed and updated information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with the SEC. These documents can be obtained free of charge from
the sources indicated above.
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For investor relations questions: Raphael Gross, ICR
(203) 682-8253 For media questions: Jim Golden / Tim Lynch /
Aura Reinhard Joele Frank, Wilkinson Brimmer Katcher (212)
355-4449
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