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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 20, 2021
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-34851
84-1573084
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

6312 S. Fiddlers Green Circle, Suite 200N
Greenwood Village, Colorado            80111
(Address of principal executive offices)         (Zip Code)

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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueRRGBNASDAQ(Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)     On May 20, 2021, the stockholders of Red Robin Gourmet Burgers, Inc. (the "Company") approved an amendment to the Company's 2017 Performance Incentive Plan (the "2017 Plan") at the Company's annual stockholders meeting. The amendment increases the number of shares of common stock of the Company authorized for issuance under the 2017 Plan by 350,000 shares. The material terms of the 2017 Plan, as amended, are summarized in the Company's definitive proxy statement, dated April 5, 2021, under the heading "Proposal 3 – Approval of the Amendment to the 2017 Performance Incentive Plan." Such summary and the description above do not purport to be complete and are qualified in their entirety by reference to the text of the 2017 Plan, as amended, which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
ITEM 5.07    Submission of Matters to a Vote of Security Holders
The Company held its annual stockholders meeting on May 20, 2021. Of the 15,580,649 shares of common stock issued and outstanding as of the record date, 14,181,166 shares of common stock (approximately 91.02%) 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 an amendment to the Company's 2017 Plan, and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2021 fiscal year. The vote results for the matters submitted to stockholders are as follows:

1.    Election of directors:
NameFORAGAINSTABSTAINBROKER NON-VOTES% OF VOTES CAST
Anthony S. Ackil12,606,205195,9024,9851,374,16498.47%
Thomas G. Conforti12,605,830196,2424,9301,374,16498.47%
Cambria W. Dunaway12,032,405769,8724,8151,374,16493.99%
G.J. Hart12,427,301374,5255,1761,374,16497.07%
Kalen F. Holmes11,993,309807,9575,7361,374,16493.69%
Glenn B. Kaufman12,206,830595,3054,8671,374,16495.35%
Steven K. Lumpkin12,218,332583,7944,8761,374,16495.44%
Paul J.B. Murphy III12,606,889194,9715,1421,374,16498.48%
David A. Pace12,386,708415,1765,1181,374,16496.76%
Allison Page12,610,374191,6005,0281,374,16498.50%
Anddria Varnado12,699,150101,3066,5461,374,16499.21%

2.    Approval, on an advisory basis, of the compensation of the Company's named executive officers:
FORAGAINSTABSTAINBROKER NON-VOTES% OF VOTES CAST
12,006,067781,55819,3771,374,16493.89%

3.    Approval of an amendment to the Company's 2017 Plan:
FORAGAINSTABSTAINBROKER NON-VOTES% OF VOTES CAST
10,259,0992,522,80725,0961,374,16480.26%
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4.    Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 26, 2021:

FORAGAINSTABSTAINBROKER NON-VOTES% OF VOTES CAST
14,158,30918,8603,997099.87%


ITEM 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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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 21, 2021

RED ROBIN GOURMET BURGERS, INC.
By:/s/ Michael L. Kaplan
Name:Michael L. Kaplan
Title:Executive Vice President and Chief Legal Officer

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