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)

 

 

 

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	%

 

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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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