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 19, 2016

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 19, 2016 at its corporate headquarters in Greenwood Village, Colorado. Of the 13,642,158 shares of common stock issued and outstanding as of the record date, 12,557,035 shares of common stock (approximately 92.05%) 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; and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2016 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
Robert B. Aiken
 
11,602,949
 
23,184
 
16,481
 
914,421
 
98.80
%
Stephen E. Carley
 
11,603,890
 
22,904
 
15,820
 
914,421
 
98.80
%
Cambria W. Dunaway
 
11,602,399
 
23,665
 
16,550
 
914,421
 
98.80
%
Lloyd L. Hill
 
11,602,856
 
23,838
 
15,920
 
914,421
 
98.79
%
Richard J. Howell
 
11,602,866
 
23,838
 
15,910
 
914,421
 
98.79
%
Glenn B. Kaufman
 
11,602,457
 
23,585
 
16,572
 
914,421
 
98.80
%
Pattye L. Moore
 
11,603,146
 
23,670
 
15,798
 
914,421
 
98.80
%
Stuart I. Oran
 
11,603,438
 
23,356
 
15,820
 
914,421
 
98.80
%

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
11,402,500
 
213,189
 
26,925
 
914,421
 
98.16
%

3.
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2016:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
% OF VOTES CAST
12,534,919
 
5,165
 
16,951
 
0
 
99.96
%


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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 20, 2016
RED ROBIN GOURMET BURGERS, INC.


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


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