Current Report Filing (8-k)
May 22 2023 - 4:12PM
Edgar (US Regulatory)
0001171759
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0001171759
2023-05-18
2023-05-18
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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):
May 18, 2023
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 |
|
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 5.07 |
Submission
of Matters to a Vote of Security Holders |
The Company held its annual stockholders meeting on
May 18, 2023. Of the 15,986,604 shares of common stock issued and outstanding as of the record date, 12,983,372 shares of common stock
(approximately 81.21%) were present or represented by proxy at the annual meeting. The Company's stockholders elected all of the directors
nominated by the Company's board of directors; approved, on an advisory basis, the compensation of the Company's named executive officers;
approved, on an advisory basis, the frequency of one year for advisory votes on the compensation of the Company’s named executive
officers; approved an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan; and ratified the appointment
of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2023 fiscal year. The vote results
for the matters submitted to stockholders are as follows:
1. Election of directors:
Name |
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
% OF VOTES CAST |
Anthony S. Ackil |
|
9,781,836 |
|
40,220 |
|
11,416 |
|
3,149,900 |
|
99.59% |
Thomas G. Conforti |
|
9,788,620 |
|
33,437 |
|
11,415 |
|
3,149,900 |
|
99.66% |
Cambria W. Dunaway |
|
9,313,499 |
|
508,597 |
|
11,376 |
|
3,149,900 |
|
94.82% |
G.J. Hart |
|
9,789,457 |
|
31,211 |
|
12,804 |
|
3,149,900 |
|
99.68% |
Steven K. Lumpkin |
|
9,411,400 |
|
410,381 |
|
11,691 |
|
3,149,900 |
|
95.82% |
David A. Pace |
|
8,974,786 |
|
847,045 |
|
11,641 |
|
3,149,900 |
|
91.38% |
Allison Page |
|
9,755,749 |
|
66,447 |
|
11,276 |
|
3,149,900 |
|
99.32% |
Anddria Varnado |
|
9,744,743 |
|
77,453 |
|
11,276 |
|
3,149,900 |
|
99.21% |
2. Approval, on an advisory basis, of the compensation of the Company's
named executive officers:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
% OF VOTES CAST |
9,314,965 |
|
231,159 |
|
287,348 |
|
3,149,900 |
|
97.58% |
3. Approval, on an advisory basis, of the frequency of holding an advisory
vote on the compensation of the Company’s named executive officers:
EVERY
ONE YEAR |
|
EVERY
TWO YEARS |
|
EVERY
THREE YEARS |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
% OF VOTES CAST (FOR ONE YEAR) |
9,119,755 |
|
9,585 |
|
410,241 |
|
293,891 |
|
3,149,900 |
|
95.60% |
Based on the results of the vote, and consistent with the board of director’s
recommendation, the board has determined to hold an advisory vote on executive compensation every year until the next required advisory
vote on the frequency of future advisory votes on executive compensation.
4. Approval of an amendment to the Company’s Amended and
Restated Employee Stock Purchase Plan:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
% OF VOTES CAST |
9,790,244 |
|
32,496 |
|
10,732 |
|
3,149,900 |
|
99.67% |
5. Ratification of the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the Company’s 2023 fiscal year:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
% OF VOTES CAST |
12,933,519 |
|
47,314 |
|
2,539 |
|
0 |
|
99.64% |
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: May 22, 2023
|
RED ROBIN GOURMET BURGERS, INC. |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Sarah A. Mussetter |
|
|
Name: |
Sarah A. Mussetter |
|
|
Title: |
Chief Legal Officer |
|
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