Current Report Filing (8-k)

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 26, 2014

Ruby Tuesday, Inc.

(Exact Name of Registrant as Specified in Charter)

Georgia	1-12454	63-0475239
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 West Church Avenue

Maryville, Tennessee 37801

(Address of Principal Executive Offices)

(865) 379-5700

(Registrant’s Telephone Number, Including Area Code)

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 (See General Instructions A.2.below):

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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGMENTS OF CERTAIN OFFICERS

Promotion of Jill Golder to Executive Vice President, Chief Financial Officer

On June 26, 2014, Ruby Tuesday, Inc. (the “Company”) appointed Jill Golder (age 52) as its next Executive Vice President, Chief Financial Officer to replace Michael O. Moore, who stepped down as Chief Financial Officer as of June 26, 2014. Ms. Golder, who has over 25 years of finance and restaurant industry experience, joined the Company in April 2013, as Senior Vice President, Finance. Since joining the Company, Ms. Golder has led the Financial Planning and Analysis, Marketing Analytics, Investor Relations and Information Technology groups.

Prior to joining the Company, Ms. Golder served as Chief Financial Officer for Cooper’s Hawk Winery & Restaurants. She also spent 23 years at Darden Restaurants, holding progressively responsible positions in finance. During her last 10 years with Darden, Ms. Golder held the position of Senior Vice President, Finance.

Ms. Golder serves on the University of Tennessee Economics Advisory Council. She earned a Bachelor of Arts degree with a major in Economics at Kalamazoo College and a Masters in Business Administration from the University of Chicago Booth School of Business.

As Executive Vice President, Chief Financial Officer, Ms. Golder will receive an annual base salary of $375,000 and will remain eligible for annual bonus and incentive compensation. In addition, Ms. Golder will receive a promotional equity award of restricted stock valued at $200,000, which vests in equal installments at each grant date anniversary for the next three years.

A copy of the press release of the Company announcing the appointment of Ms. Golder as Executive Vice President, Chief Financial Officer is attached as Exhibit 99.1 to this report.

Retirement of Michael Moore

On June 26, 2014, Mr. Moore stepped down as the Company’s Chief Financial Officer. Pursuant to an amendment to the Company’s Separation Agreement with Mr. Moore, dated as of April 30, 2012, Mr. Moore will continue to serve the Company as Executive Vice President and shall serve as a strategic advisor to the Chief Financial Officer until his retirement from the Company on August 4, 2014. The amendment to the Separation Agreement provides that the Company will pay Mr. Moore an amount equal to eight (8) months of his annual base salary in connection with his retirement. A copy of the amendment to the Separation Agreement is attached hereto as Exhibit 10.1

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit

Description

10.1

First Amendment Separation Agreement, dated as of April 20, 2012, by and between Ruby Tuesday, Inc. and Michael O. Moore (such amendment dated as of June 26, 2014).

99.1

Press Release dated June 26, 2014 (this press release is being furnished pursuant to Item 5.02 of Form 8-K).

SIGNATURES

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.

Ruby Tuesday, Inc.

(Registrant)

By: /s/ James J. Buettgen

James J. Buettgen

Chairman, President, and

Chief Executive Officer

Date: June 26, 2014

NEWS RELEASE

FOR IMMEDIATE RELEASE

RUBY TUESDAY PROMOTES JILL GOLDER TO EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

MARYVILLE, TN – June 26, 2014– Ruby Tuesday, Inc. (NYSE: RT) today announced that Jill Golder has been promoted to Executive Vice President and Chief Financial Officer effective immediately, succeeding Michael Moore who announced his retirement. Ms. Golder joined Ruby Tuesday on April 15, 2013 as Senior Vice President, Finance, initially leading Financial Planning and Analysis, and Marketing Analytics, and assumed leadership of Information Technology and Investor Relations during the last year. As Chief Financial Officer, Ms. Golder will manage all areas of Corporate Finance, Accounting, Investor Relations, Internal Audit, Supply Chain and Information Technology. Mr. Moore will remain as an advisor to the Ruby Tuesday Executive Team and to Ms. Golder to support the transition until his retirement in August.

Mr. Moore joined Ruby Tuesday as Executive Vice President and Chief Financial Officer in April 2011. Prior to joining Ruby Tuesday, Mr. Moore served as Executive Vice President and Chief Financial Officer of Pamida Stores and Interim Chief Financial Officer of Kellwood, Inc., both portfolio companies of Sun Capital Partners.

Ms. Golder has over 25 years of finance and restaurant industry experience. Prior to joining Ruby Tuesday, she was the Chief Financial Officer for Cooper’s Hawk Winery & Restaurants. Ms. Golder spent 23 years at Darden Restaurants holding progressively responsible positions in finance. During her last 10 years with Darden, Ms. Golder held the position of Senior Vice President, Finance, leading finance for brands including Olive Garden, Red Lobster, and the Specialty Restaurant Group.

Ruby Tuesday, Inc.

News Release

June 26, 2014

Page - 2 -

J.J. Buettgen, Chairman of the Board, President and CEO of Ruby Tuesday, Inc., said, "On behalf of the Board of Directors and the entire Company, we congratulate Jill on her promotion. Jill has a track record of partnering with Marketing, Culinary and Operations developing insights and KPI’s that focus on strengthening sales and building sustainable business models. With a long tenure of both financial and restaurant experience, we believe Jill is ideally suited to lead our finance organization as we continue our brand transformation, and work to build long-term value for our shareholders. We would also like to thank Michael for his many contributions to Ruby Tuesday during his tenure, wish he and his family all the best in retirement, and thank him for supporting us during this transition.”

ABOUT RUBY TUESDAY

Ruby Tuesday, Inc. has 755 Company-owned, operated, and/or franchised Ruby Tuesday brand restaurants in 45 states, the District of Columbia, 11 foreign countries, and Guam, in addition to 28 Company-owned and/or franchised Lime Fresh brand restaurants in five states, the District of Columbia, and one foreign country. As of March 4, 2014, we owned and operated 679 Ruby Tuesday restaurants and franchised 76 Ruby Tuesday restaurants, comprised of 31 domestic and 45 international restaurants. We also owned and operated 20 Lime Fresh restaurants and franchised eight Lime Fresh restaurants, comprised of six domestic and two international restaurants. Our Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the United States, which we consider to be our core markets.

Ruby Tuesday, Inc.

News Release

June 26, 2014

Page - 3 -

Ruby Tuesday, Inc. is traded on the New York Stock Exchange (Symbol: RT).

For more information, contact:

Jill Golder, EVP and Chief Financial Officer

Phone: 865-379-5700

Special Note Regarding Forward-Looking Information

This press release contains various forward-looking statements, which represent our expectations or beliefs concerning future events, including one or more of the following: future financial performance, future capital expenditures, the effect of strategic initiatives (including cost-cutting initiatives), sales of our real estate, future borrowings and repayments of debt, availability of financing on terms attractive to the Company, compliance with financial covenants in our debt instruments, restaurant growth (both Company-owned and franchised), payment of dividends, stock and bond repurchases, restaurant acquisitions, and changes in senior management and in the Board of Directors. We caution the reader that a number of important factors and uncertainties could, individually or in the aggregate, cause our actual results to differ materially from those included in the forward-looking statements (such statements include, but are not limited to, statements relating to cost savings that we estimate may result from any programs we implement, our estimates of future capital spending, our targets for annual growth in same-restaurant sales and average annual sales per restaurant, and the benefits of our television marketing), including, without limitation, the following: general economic conditions; changes in promotional, couponing and advertising strategies; changes in our customers’ disposable income; consumer spending trends and habits; increased competition in the restaurant market; laws and regulations affecting labor and employee benefit costs, including further potential increases in state and federally mandated minimum wages, and healthcare reform; customers’ acceptance of changes in menu items; changes in the availability and cost of capital; potential limitations imposed by debt covenants under our debt instruments; mall-traffic trends; weather conditions in the regions in which Company-owned and franchised restaurants are operated; costs and availability of food and beverage inventory; our ability to attract and retain qualified managers, franchisees and team members; impact of adoption of new accounting standards; impact of food-borne illnesses resulting from an outbreak at either one of our restaurant concepts or other competing restaurant concepts; effects of actual or threatened future terrorist attacks in the United States; and significant fluctuations in energy prices.

FIRST AMENDMENT TO

SEPARATION AGREEMENT

This First Amendment to Separation Agreement (the “Amendment”) is entered into as of June 26, 2014, by and between Ruby Tuesday, Inc., a corporation organized and existing under the laws of the State of Georgia (the “Company”), and Michael O. Moore (the “Employee”).

W I T N E S S E T H

WHEREAS, the parties entered into that certain Separation Agreement dated as of April 30, 2012 (the “Separation Agreement”) for the purpose of providing for a specified period of employment by the Employee as an Executive Vice President and the Chief Financial Officer of the Company;

WHEREAS, the Company has identified a successor to the Employee to serve as the Chief Financial Officer of the Company and the Employee desires to accommodate the transition by accelerating his retirement plans; and

WHEREAS, the parties desire to amend the Separation Agreement to modify the terms of the employment relationship in recognition of the accommodations being made by the Employee and to revise the duties and responsibilities of the Employee.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree and acknowledge that the Separation Agreement is modified as follows:

1. By deleting Paragraphs 1 and 2 in their entirety and by substituting therefor the following:

“1. Employment Relationship; Duties Subject to the limitations and exceptions set forth herein, the Employee agrees to remain employed by Company, and the Company agrees to continue to employ Employee, from June 25, 2014 (the “Amendment Date”) until the last day of the Employment Period (as defined below). During such Employment Period, the Employee shall serve as an Executive Vice President and strategic advisor to the Chief Financial Officer of the Company and shall perform those duties as may be assigned to him from time to time by the Chief Financial Officer. During the Employment Period, the Employee shall report to the Chief Financial Officer of the Company. The Company agrees and acknowledges that, during the Employment Period, it may not decrease the Employee’s current annual base salary of $375.000.

The Employee shall devote substantially all of his business time and efforts to the performance of the foregoing services; provided, however, that nothing in this Amendment is intended to nor does prevent Employee from continuing to serve on various boards of directors for which he, as of the Amendment Date, has an existing relationship as a board director; provided further, however, that the Employee shall use accrued vacation to attend the meetings of such boards of directors when attendance at such meetings requires the Employee to be absent during regular business hours.

2. Effective Date, Term and Termination. The Amendment becomes effective on the Amendment Date and shall continue in effect through the close of business on August 4, 2014, unless both parties mutually agree in writing to an earlier or later date (the ‘Employment Period’).”

2. By deleting all language in Paragraph 3 in its entirety (except for the definitions contained at the end of such Paragraph), and by substituting therefor the following:

“3. Payments in Connection with Expiration of Employment Period. In the event of Employee’s continued employment through and until the expiration of the Employment Period or a termination of employment prior to the expiration of the Employment Period due to the Employee’s death or Disability or involuntary termination by the Company without Cause (collectively, the “Termination Date”), the Company shall have the following obligations to Employee:

(a) payment for any unused vacation accrued during the Employment Period by the Employee for the Company’s 2015 fiscal year;

(b) payment of any discretionary annual bonus amount awarded to the Employee by the Company for the 2014 fiscal year, without regard to the generally imposed requirement that a bonus recipient be employed on the bonus payment date to receive such bonus;

(c) payment of an amount equal to eight (8) months of the Employee’s annual base salary as in effect on the last day of the Employment Period; and

(d) payment of monthly amounts equal to the value of the employer subsidy provided to active employees for the level of health care coverage elected by the Employee upon exercise of his health care coverage continuation rights (the ‘COBRA Coverage’) under the Company’s group health plan.

Further notwithstanding the foregoing, if the Employee resigns voluntarily prior to the expiration of the Employment Period or is involuntarily terminated with Cause, the Company will have no obligation to pay to the Employee any of the amounts described in this Paragraph 3.

The amounts described in Subparagraphs (a) and (c) above will be paid in a single lump sum within thirty (30) days following Employee’s Termination Date. Any amount payable pursuant to Subparagraph (b) shall be paid in the form and at the time as 2014 fiscal year annual bonuses are paid. The monthly amounts payable pursuant to Subparagraph (d) shall commence with the first calendar month for which the cost of COBRA Coverage is due and shall continue through and until the earlier of April of 2015 or the calendar month in which COBRA Coverage expires. All amounts payable pursuant to this Paragraph are subject to reduction for tax and other legal withholdings.

Notwithstanding the foregoing, nothing in this Amendment is intended to nor does it affect the Employee’s rights to and the Company’s obligations with regard to outstanding awards previously granted to Employee pursuant to the terms of the Ruby Tuesday, Inc. 1996 Stock Incentive Plan, Ruby Tuesday, Inc. Stock Incentive Plan, and the Executive Stock Option Program (collectively, the “Plans”), including but not limited to Employee’s outstanding non-qualified option, restricted stock and cash-based incentive awards, which rights and obligations shall be governed in accordance with those Plans and the individual awards in favor of the Employee.

For purposes of this Agreement, the following terms shall have the following meanings:”

3. By adding the following language to the end of the existing Paragraph 4, as follows:

“The present intention of the Company is to extend indemnification rights to the Employee embodied by its existing Articles and Bylaws and to continue its practice of advancing fees and expenses in connection with the class action suit styled Dennis Krystek v. Ruby Tuesday, Inc. et al., pending in the Middle District of Tennessee under the curt’s docket number 3:14-cv-01119.”

4. By deleting Paragraph 7(c) in its entirety and by substituting therefor the following:

“7. (c) No Solicitation. While the Employee is an employee of the Company or a subsidiary of the Company and for a period of thirty-six (36) months immediately following the termination of such employment, Employee shall not, for himself or on behalf of or for the benefit of any other person, corporation, or entity, seek to employ, solicit, or actively recruit any employee of the Company or a subsidiary for employment by a third party, with whom he worked during the twelve (12) months prior to his termination, nor will Employee induce or encourage any such employee to terminate his or her employment, nor will Employee knowingly provide the name of any such employee for the purpose of solicitation or recruitment by any third party. The parties agree that in the event of such a breach, the Employee shall pay the Company, as liquidated damages and not as a penalty, an amount equal to the payment described in Paragraph 3(c) above.”

5. By adding the following Paragraph 20 to the Separation Agreement:

20. Non-Disparagement.

(a) By the Employee. The Employee agrees that, as part of the consideration for this Agreement, and for a period of twelve (12) months from the Termination Date, he will not, directly or indirectly, in any capacity or manner, make, cause, encourage or assist to be made any statements, comments or remarks, whether oral, verbal, in writing, or electronically transmitted, which might reasonably be considered to be derogatory, or defamatory, or to malign, harm, defame, disparage or damage the reputation and good name of the Company; their respective executive officers, and the members of its Board of Directors; and the Company’s products and services; provided, however, that if the Employee is required by any applicable law, regulation, statute, subpoena, court order, or other compulsory process to disclose information related to his employment with the Company, such disclosure of truthful information shall not constitute a breach of this Agreement.

(b) By the Company. The Company agrees that, as part of the consideration for this Agreement, and for a period of twelve (12) months from the Termination Date, the members of the its Board of Directors and all executive officers of the Company (collectively, the “Persons to be Advised”) will not, directly or indirectly, in any capacity or manner, make, cause, encourage or assist to be made any statements, comments or remarks, whether oral, verbal, in writing or electronically transmitted, which might reasonably be considered to be derogatory, defamatory or critical of, or negative towards, or to malign, harm, defame or damage the reputation and good name of the Employee, nor will they authorize, condone, or encourage any such disparagement from others. The Company will advise the Persons to be Advised that a non-disparagement agreement is in effect, and will use reasonable efforts to enforce compliance with this agreement. The Company shall also direct the Persons to be Advised not to make, cause, encourage or assist to be made any statements, comments, or remarks, whether oral, verbal, in writing or electronically transmitted, which might reasonably be considered to be derogatory, or defamatory, or to malign, harm, defame or damage the reputation

and good name of the Employee. Notwithstanding the foregoing agreement, the parties hereto recognize and acknowledge that the Company will not be liable for unauthorized remarks by individuals employed by or otherwise associated with the Company, other than the Persons to be Advised and if the Persons to be Advised are required by any applicable law, regulation, statute, subpoena, court order, or other compulsory process to disclose information related to the Employee’s employment, such disclosure of truthful information shall not constitute a breach of this Agreement. Moreover, this Paragraph 20(b) shall not apply to any communications (i) between the Company and its independent public auditors; (ii) necessary to comply fully with all applicable requirements and policies of federal and state laws; (iii) necessary to cooperate fully with any investigation or request for information from any state or federal governmental agency, stock exchange, or regulatory organization; (iv) necessary in the course of preparing and filing appropriate tax returns or dealing with federal or state taxing authorities; or (v) made in connection with any judicial or administrative proceeding or arbitration with respect to which such communications are relevant.

6. By adding the following Paragraph 21 to the Separation Agreement:

“21. Legal Expenses. The Company shall promptly reimburse the Employee upon presentation of a reasonably acceptable invoice for the legal expenses incurred by the Employee in connection with the preparation and review of this Agreement; provided , however, that such reimbursement amount shall in no event exceed the sum of $5,000.”

7. Except as specifically amended hereby, the Separation Agreement shall remain in full force and effect as prior to this First Amendment. To the extent a conflict exists between the terms of this Amendment and the Separation Agreement, the terms of this Amendment should and do control.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first above written.

	RUBY TUESDAY, INC.
	By: /s/ James J. Buettgen
	Name: James J. Buettgen
	Title: Chairman, President and Chief Executive
	Officer



	/s/ Michael O. Moore
	Michael O. Moore