UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

RED ROBIN GOURMET BURGERS, INC.

(Name of Registrant as Specified In Its Charter)

 

 

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 22, 2014. Meeting Information RED ROBIN GOURMET BURGERS, INC. Meeting Type: Annual Meeting For holders as of: April 1, 2014 Date: May 22, 2014 Time: 8:00 AM MDT Location: Red Robin Innovation Center 10000 E. Geddes Ave., Ste. 500 Centennial, CO 80122 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain M73522-P45537 proxy materials and voting instructions.

 

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow g(XXXX XXXX XXXX) (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow g (located on the following page) in the subject line. (XXXX XXXX XXXX) Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 8, 2014 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. M73523-P45537 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrowg (located on the following page) available and follow the instructions. (XXXX XXXX XXXX) Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

Voting Items The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors Nominees: 1a. Robert B. Aiken 1b. Stephen E. Carley 1c. Lloyd L. Hill 1d. Richard J. Howell 1e. Glenn B. Kaufman 1f. Pattye L. Moore 1g. Stuart I. Oran 2. Approval, on an advisory basis, of the Company’s executive compensation. 3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 28, 2014. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. M73524-P45537

 

Voting Instructions M73525-P45537