Red Robin Gourmet Burgers Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 1. 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 | |