Amendment: Red Robin Gourmet Burgers Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 11, 2025, Red Robin Gourmet Burgers, Inc. (the “Company”) announced the departure of Kevin Mayer, the Company’s Chief Marketing Officer (the “Executive”), effective February 11, 2025.
In connection with the departure of the Executive, the Company has agreed to provide to the Executive, pursuant to a severance agreement between the Company and the Executive effective March 1, 2025 (the “Severance Agreement”), in addition to any accrued but unpaid benefits or obligations: (i) an aggregate amount equal to $425,000, which equals twelve (12) months of the Executive’s annual base salary as in effect immediately prior to the date of separation, in installment payments over the twelve (12) months following the date of separation in accordance with the Company’s regular payroll practices, (ii) a lump-sum cash payment equal to a pro rata portion of the Executive’s annual bonus, if any, for the Company’s 2025 fiscal year under the Company’s 2025 annual bonus plan, based on first quarter and full year actual performance of the Company, determined by multiplying such annual bonus by a fraction, the numerator of which is the number of days in the 2025 calendar year through the date of separation and the denominator of which is three hundred and sixty-five (365), payable at such time as bonuses are generally paid by the Company to its executives, (iii) a lump-sum cash payment in the amount equal to $10,000 in recognition of the upcoming vesting date of certain time based restricted stock units, and (iv) subject to the Executive’s timely election of continued healthcare coverage under COBRA, a lump sum cash payment within 30 days after such election in an amount equal to the product of (x) the portion of monthly premiums of the Executive’s group health insurance, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of separation, and (y) 12. The Executive’s vested restricted stock units and performance stock units shall be subject to the terms and conditions of the applicable equity plan and award agreements issued thereunder, and the Executive shall forfeit all of his outstanding and unvested restricted stock units and performance stock units. The Executive’s receipt of the severance benefits mentioned in this paragraph is subject to his execution of a waiver and release of claims in favor of the Company and its affiliates. The Executive is also subject to certain restrictive covenants in his employment agreement and the Severance Agreement, including nondisclosure of confidential information, return of company property, non-solicitation and non-hire of certain employees for 12 months following the date of separation, non-solicitation of suppliers and business relations of the Company for 12 months following the date of separation, post-employment cooperation, and a mutual non-disparagement covenant.
The foregoing description of the terms of the Severance Agreement is qualified in its entirety by reference to the full terms of the Severance Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Severance Agreement, by and between Red Robin Gourmet Burgers, Inc. and Kevin Mayer, effective March 1, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 6, 2025
| RED ROBIN GOURMET BURGERS, INC. | |||
| By: | /s/ Sarah A. Mussetter | ||
| Name: | Sarah A. Mussetter |
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| Title: | Chief Legal Officer |
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