SEC Document
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 19, 2016
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-34851 |
84-1573084 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
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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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | 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 19, 2016 at its corporate headquarters in Greenwood Village, Colorado. Of the 13,642,158 shares of common stock issued and outstanding as of the record date, 12,557,035 shares of common stock (approximately 92.05%) 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; and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year. The vote results for the matters submitted to stockholders are as follows:
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Name | | FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | | % OF VOTES CAST |
Robert B. Aiken | | 11,602,949 | | 23,184 | | 16,481 | | 914,421 | | 98.80 | % |
Stephen E. Carley | | 11,603,890 | | 22,904 | | 15,820 | | 914,421 | | 98.80 | % |
Cambria W. Dunaway | | 11,602,399 | | 23,665 | | 16,550 | | 914,421 | | 98.80 | % |
Lloyd L. Hill | | 11,602,856 | | 23,838 | | 15,920 | | 914,421 | | 98.79 | % |
Richard J. Howell | | 11,602,866 | | 23,838 | | 15,910 | | 914,421 | | 98.79 | % |
Glenn B. Kaufman | | 11,602,457 | | 23,585 | | 16,572 | | 914,421 | | 98.80 | % |
Pattye L. Moore | | 11,603,146 | | 23,670 | | 15,798 | | 914,421 | | 98.80 | % |
Stuart I. Oran | | 11,603,438 | | 23,356 | | 15,820 | | 914,421 | | 98.80 | % |
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2. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers: |
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FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | | % OF VOTES CAST |
11,402,500 | | 213,189 | | 26,925 | | 914,421 | | 98.16 | % |
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3. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2016: |
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FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | | % OF VOTES CAST |
12,534,919 | | 5,165 | | 16,951 | | 0 | | 99.96 | % |
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 20, 2016
RED ROBIN GOURMET BURGERS, INC.
By: /s/ Michael L. Kaplan ___
Name: Michael L. Kaplan
Title: Chief Legal Officer