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 22, 2014

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 Number)


6312 S. Fiddler’s 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))





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 22, 2014 at its Red Robin Innovation Center in Centennial, Colorado. Of the 14,400,712 shares of common stock issued and outstanding as of the record date, 13,721,514 shares of common stock (approximately 95.3%) 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 Company’s executive compensation; and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2014. 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
Robert B. Aiken
 
12,832,682
 
109,113
 
536
 
779,183
 
99.2
%
Stephen E. Carley
 
12,892,813
 
48,689
 
829
 
779,183
 
99.6
%
Lloyd L. Hill
 
12,889,800
 
51,939
 
592
 
779,183
 
99.6
%
Richard J. Howell
 
12,833,824
 
107,922
 
585
 
779,183
 
99.2
%
Glenn B. Kaufman
 
12,832,617
 
109,178
 
536
 
779,183
 
99.2
%
Pattye L. Moore
 
12,896,447
 
45,429
 
455
 
779,183
 
99.6
%
Stuart I. Oran
 
12,832,313
 
109,495
 
523
 
779,183
 
99.2
%

2.
Approval, on an advisory basis, of the Company’s executive compensation:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
% OF VOTES CAST
12,873,983
 
65,770
 
2,578
 
779,183
 
99.5
%

3.
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2014:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
% OF VOTES CAST
13,508,370
 
213,059
 
85
 
0
 
98.4
%


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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 27, 2014
RED ROBIN GOURMET BURGERS, INC.


By:     /s/ Michael L. Kaplan                
Name: Michael L. Kaplan
Title: Chief Legal Officer


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