8-K
RED ROBIN GOURMET BURGERS INC (RRGB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of TheSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2025
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34851 | 84-1573084 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
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 Exchange Act:
| Title of each class | Trading<br> symbol(s) | 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
Red Robin Gourmet Burgers, Inc. (the “Company”) held its annual meeting of stockholders on May 22, 2025. Of the 17,620,900 shares of common stock issued and outstanding as of the record date, 13,682,200 shares of common stock (approximately 77.65%) were present or represented by proxy at the annual meeting. The vote results for the matters submitted to stockholders are as follows:
Proposal
- Stockholders elected all nine of the directors nominated by the Company’s board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director’s earlier resignation or removal:
| Name | For | Against | Abstain | Broker Non-Votes | % of Votes Cast | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Anthony S. Ackil | 9,093,208 | 106,996 | 8,874 | 4,473,122 | 98.84% | |||||
| Thomas G. Conforti | 9,124,761 | 75,144 | 9,173 | 4,473,122 | 99.18% | |||||
| Steven K. Lumpkin | 9,124,692 | 75,213 | 9,173 | 4,473,122 | 99.18% | |||||
| Christopher Martin | 9,123,810 | 75,995 | 9,273 | 4,473,122 | 99.17% | |||||
| David A. Pace | 9,124,931 | 75,174 | 8,973 | 4,473,122 | 99.18% | |||||
| Allison Page | 9,082,707 | 117,247 | 9,124 | 4,473,122 | 98.73% | |||||
| James C. Pappas | 9,129,818 | 75,136 | 4,124 | 4,473,122 | 99.18% | |||||
| Nicole Miller Regan | 9,125,516 | 74,639 | 8,923 | 4,473,122 | 99.19% | |||||
| Anddria Varnado | 9,083,585 | 108,473 | 17,020 | 4,473,122 | 98.82% |
Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast | ||||
|---|---|---|---|---|---|---|---|---|
| 7,808,812 | 692,971 | 707,295 | 4,473,122 | 91.85% |
Proposal 3. Stockholders did not approve the proposal to amend the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for officer exculpation as permitted by Delaware law, which required the affirmative vote of a majority of the shares outstanding:
| For | Against | Abstain | Broker Non-Votes | % of Shares Outstanding | ||||
|---|---|---|---|---|---|---|---|---|
| 8,547,894 | 646,584 | 14,600 | 4,473,122 | 48.51% |
Proposal 4. Stockholders did not approve the proposal to amend the Certificate of Incorporation to eliminate supermajority vote requirements and make certain administrative amendments, which required the affirmative vote of at least 66 2/3 of the voting power of all shares outstanding:
| For | Against | Abstain | Broker Non-Votes | % of Shares Outstanding | ||||
|---|---|---|---|---|---|---|---|---|
| 9,112,559 | 84,857 | 11,662 | 4,473,122 | 51.71% |
Proposal 5. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company’s 2025 fiscal year:
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast | ||||
|---|---|---|---|---|---|---|---|---|
| 12,961,832 | 662,889 | 57,479 | 0 | 95.13% |
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 23, 2025
| RED ROBIN GOURMET BURGERS, INC. | |
|---|---|
| By: | /s/ Sarah A. Mussetter |
| Name: | Sarah A. Mussetter |
| Title: | Chief Legal Officer |