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
The Company held its annual stockholders meeting on May 23, 2024. Of the 15,603,773 shares of common stock issued and outstanding as of the record date, 12,606,550 shares of common stock (approximately 80.79%) 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; approved the Company’s 2024 Performance Incentive Plan; and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2024 fiscal year. The vote results for the matters submitted to stockholders are as follows:
1. Election of directors:
| Name | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | % OF VOTES CAST | ||||||||||||||
| Anthony S. Ackil | 8,544,891 | 763,505 | 17,288 | 3,280,866 | 91.80% | ||||||||||||||
| Thomas G. Conforti | 9,115,322 | 154,747 | 15,615 | 3,280,866 | 98.34% | ||||||||||||||
| G.J. Hart | 9,152,841 | 159,488 | 13,355 | 3,280,866 | 98.29% | ||||||||||||||
| Steven K. Lumpkin | 9,155,452 | 156,600 | 13,632 | 3,280,866 | 98.32% | ||||||||||||||
| David A. Pace | 8,441,918 | 868,225 | 15,541 | 3,280,866 | 90.67% | ||||||||||||||
| Allison Page | 9,038,151 | 271,543 | 15,990 | 3,280,866 | 97.08% | ||||||||||||||
| Nicole Miller Regan | 8,550,619 | 762,512 | 12,533 | 3,280,866 | 91.81% | ||||||||||||||
| Anddria Varnado | 8,443,987 | 865,176 | 16,521 | 3,280,866 | 90.71% | ||||||||||||||
2. Approval, on an advisory basis, of the compensation of the Company's named executive officers:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | % OF VOTES CAST | ||||||||||||||
| 7,647,576 | 1,191,561 | 486,547 | 3,280,866 | 86.52% | ||||||||||||||
3. Approval of the Company’s 2024 Performance Incentive Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | % OF VOTES CAST | ||||||||||||||
| 6,385,945 | 2,930,701 | 9,038 | 3,280,866 | 68.54% | ||||||||||||||
4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company’s 2024 fiscal year:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | % OF VOTES CAST | ||||||||||||||
| 12,288,213 | 286,090 | 32,247 | 0 | 97.72% | ||||||||||||||
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 28, 2024
| RED ROBIN GOURMET BURGERS, INC. | ||
| By: | /s/ Sarah A. Mussetter | |
| Name: | Sarah A. Mussetter | |
| Title: | Chief Legal Officer | |