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):August 24, 2020
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34851 | ****<br><br> <br>84-1573084 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification Number) |
| ****<br><br> <br>6312 S. Fiddler’s Green Circle, Suite 200N<br><br> <br>Greenwood Village, Colorado | ****<br><br> <br>80111 | |
| --- | --- | |
| (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<br> class | Trading<br><br> <br>Symbol(s) | Name of each<br> exchange on which registered |
|---|---|---|
| Common Stock, $0.01 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 Arrangementsof Certain Officers |
|---|
On August 24, 2020, Dean Cookson tendered his resignation as Senior Vice President and Chief Information Officer of Red Robin Gourmet Burgers, Inc. (the “Company”), effective August 28, 2020, to pursue other business opportunities.
In connection with Mr. Cookson’s resignation, the Company has agreed to provide Mr. Cookson: (i) a lump sum payment equal to twelve months of salary, and (ii) COBRA benefits in the form of a lump sum in cash equal to the product of (x) the portion of monthly premiums of Mr. Cookson’s group health insurance, paid by the Company and (y) twelve, subject to Mr. Cookson signing the Company’s standard form of separation agreement, which includes a waiver and full release of claims against the Company as well as customary confidentiality, non-solicitation, non-competition, and non-disparagement provisions.
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: August 24, 2020
| RED ROBIN GOURMET BURGERS, INC. | |
|---|---|
| By: | /s/ Michael L. Kaplan |
| Name: | Michael L. Kaplan |
| Title: | Chief Legal Officer |