Amended Current Report Filing (8-k/a)
November 17 2022 - 4:32PM
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2022-10-31
2022-10-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 31, 2022
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
001-34851 |
84-1573084 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification Number) |
10000
E. Geddes Avenue, Suite 500
Englewood, Colorado |
80112 |
(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)
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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol |
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Name of each exchange
on which
registered |
Common Stock, $0.001 par value |
|
RRGB |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
November 3, 2022, Red Robin Gourmet Burgers, Inc. (the “Company”) filed a Current Report on Form 8-K (the
“Original Form 8-K”) reporting various executive transitions including the departures of Lynn Schweinfurth, the
Company’s Executive Vice President and Chief Financial Officer, Jonathan Muhtar, the Company’s Executive Vice President
and Chief Concept Officer, and Darla Morse, the Company’s Executive Vice President and Chief Information Officer. As
previously disclosed, Ms. Schweinfurth will remain as a special advisor to the Company until December 31, 2022, to work with the
Company’s management team to ensure a smooth transition of the responsibilities of the Chief Financial Officer. As of
the date of the Original Form 8-K, no new compensatory arrangements had been entered into in connection with the departures of Ms.
Schweinfurth, Mr. Muhtar or Ms. Morse.
In connection
with the departures of Ms. Schweinfurth and Ms. Morse (the “Executives”), the Company has agreed to provide to each Executive,
pursuant to a severance agreement between the Company and Ms. Schweinfurth dated as of November 14, 2022 and a severance agreement between
the Company and Ms. Morse dated as of November 11, 2022 (each, a “Severance Agreement”), in addition to any accrued but
unpaid benefits or obligations: (i) a lump-sum cash payment of which equals twelve (12) months of each Executive’s base salary prior
to their respective departure, which in the case of (a) Ms. Schweinfurth, shall be $490,000, and (b) Ms. Morse, shall be $390,000, (ii)
a lump-sum cash payment in an amount equal to the annual bonus that becomes payable, if any, in respect of the 2022 fiscal year to the
Executive, based on actual performance and payable at the same time such payments are made to other employees of the Company generally,
(iii) a lump-sum cash payment in the amount equal to the product of (x) the number of the Executive’s time-based restricted stock
units outstanding as of the date of separation that would have vested during the 2023 calendar year (if the Executive’s employment
with the Company had not terminated), multiplied by (y) $7.50, (iv) subject to the Executive’s timely election of continued healthcare
coverage under COBRA, a lump sum cash payment within 30 days after such election in an amount equal to the product of (x) the portion
of monthly premiums of the Executive’s group health insurance, including coverage for the Executive’s eligible dependents,
that the Company paid immediately prior to the date of separation, and (y) 12, (v) a lump-sum cash payment equal to the amount of the
Executive’s annual life insurance premiums, and (vi) a lump-sum cash payment in the amount of $15,000 for executive outplacement
services. Each Executive shall forfeit all of their outstanding and unvested restricted stock units, performance stock units and stock
options, and any vested stock options will remain outstanding and exercisable for the designated period under the applicable award agreement.
Each Executive’s receipt of the severance benefits mentioned in this paragraph is subject to their execution of a waiver and release
of claims in favor of the Company and its affiliates. Each Executive shall be subject to certain restrictive covenants, including nondisclosure
of confidential information, return of Company property, and, for the twelve months following the date of separation, non-competition
and non-solicitation of employees, suppliers, and business relations of the Company. Each Severance Agreement also includes post-employment
cooperation and non-disparagement covenants as well as a general release of claims against the Company by each Executive.
The
foregoing description of the terms of each Severance Agreement is qualified in its entirety by reference to the full terms of each
Severance Agreement, each of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by
reference.
As
of the date of this report, no new compensatory arrangements have been entered into in connection with the departure of Mr. Muhtar. The
Company expects to enter into a severance agreement between the Company and Mr. Muhtar, the material terms of which will be disclosed
in an amendment to the Original Form 8-K.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: November 17, 2022
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RED ROBIN GOURMET BURGERS, INC. |
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By: |
/s/ Jeffrey Hoban |
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Name: |
Jeffrey Hoban |
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Title: |
SVP, Deputy General Counsel, and Interim Chief Legal Officer |
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