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 24, 2012

 

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-49916

 

84-1573084

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
Number)

 

6312 S. Fiddler’s Green Circle, Suite 200N

Greenwood Village, Colorado

 

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:

 

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 5.07               Submission of Matters to a Vote of Security Holders

 

Red Robin Gourmet Burgers, Inc. (the “Company”) held its annual stockholders meeting on May 24, 2012 in Greenwood Village, Colorado.  Of the 14,670,675 shares of common stock issued and outstanding as of the record date, 13,962,288 shares of common stock (approximately 95%) were present or represented by proxy at the annual meeting.  The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to declassify the Company’s board of directors, elected all of the directors nominated by the Company’s board of directors, voted, on an advisory basis, to approve named executive officer compensation and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2012. The results of the voting on the matters submitted to the stockholders are as follows:

 

1.               Amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended, to declassify the Company’s board of directors:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

% OF SHARES
OUTSTANDING

 

11,521,068

 

679,317

 

4,641

 

1,757,262

 

78.5

%

 

2.               Election of Robert B. Aiken, Richard J. Howell, James T. Rothe and J. Taylor Simonton, as directors of the Company:

 

Name

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

% OF VOTES
CAST

 

Robert B. Aiken

 

11,939,564

 

261,933

 

3,529

 

1,757,262

 

97.9

%

Richard J. Howell

 

11,649,161

 

552,336

 

3,529

 

1,757,262

 

95.5

%

James T. Rothe

 

11,065,282

 

1,136,215

 

3,529

 

1,757,262

 

90.7

%

J. Taylor Simonton

 

11,935,740

 

265,757

 

3,529

 

1,757,262

 

97.8

%

 

3.               Advisory vote to approve named executive officer compensation:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

% OF VOTES
CAST

 

10,749,919

 

1,337,572

 

117,535

 

1,757,262

 

88.9

%

 

4.               Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2012:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

% OF VOTES
CAST

 

13,755,667

 

174,368

 

32,253

 

 

98.7

%

 

2



 

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 25, 2012

 

 

 

RED ROBIN GOURMET BURGERS, INC.

 

 

 

 

 

 

By:

/s/ Annita M. Menogan

 

Name:

Annita M. Menogan

 

Title:

Chief Legal Officer

 

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