RRGB Red Robin Gourmet Burgers Inc

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):   December 13, 2016

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))

·                   a sign-on bonus of $200,000, subject to a pro-rated clawback if Mr. Constant’s employment with the Company terminates less than 24 full months after the Effective Date;

·                   a target annual bonus of 70% of base salary, based on the satisfaction of certain performance targets to be determined by the Compensation Committee, with the target percentage subject to adjustment beginning in fiscal 2018;

·                   sign-on equity awards consisting of (x) a stock option with a Black-Scholes grant date fair value of $400,000, (y) restricted stock units (“RSUs”) with a grant date fair value of $200,000, and (z) performance stock units (“PSUs”) representing that number of shares of the Company’s common stock (at target) equal to $400,000 divided by the closing price of the Company’s common stock on January 3, 2017 (such PSU grant will be subject to approval of the Company’s new equity incentive plan at the shareholder meeting in fiscal year 2017).  The stock option and RSUs will be granted on January 3, 2017, and each award will vest over four years in substantially equal annual installments on the anniversaries of the date of grant, subject to continued employment through each such vesting date. The PSUs will be granted in the first quarter of 2017 and will cliff-vest at the end of a three-year performance cycle, generally subject to Mr. Constant’s continued employment through the applicable vesting date, with the number of awards to be issued to be determined based on achievement of EBITDA and ROIC threshold, target, or maximum objectives.  Specific EBITDA and ROIC targets will be approved by the Compensation Committee of the Board in the first quarter of fiscal year 2017;

·                   annual long-term incentive awards as may be approved by the Compensation Committee of the Board from time to time.  Beginning with the 2018 fiscal year, the Company agreed to grant Mr. Constant a long-term incentive award with a target grant date value equal to 150% of his base salary; and

·                   certain other benefits, including an annual car allowance and the right to participate in all savings, retirement, medical, welfare, and insurance plans and programs to the same extent as other senior executive employees of the Company.

Upon either Mr. Constant’s termination by the Company without cause, or by Mr. Constant for good reason (each term as defined in the Employment Agreement), Mr. Constant will receive, among other things, a severance payment equal to his annual base salary then in effect. This amount would be paid in a lump sum in cash within 60 days after the effective date of such termination. The Employment Agreement contains confidentiality, non-compete, and non-interference covenants from Mr. Constant, including a 12-month covenant not to compete with the Company and its subsidiaries (i) in a burger focused restaurant business in the United States, the Canadian provinces of

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Alberta and British Columbia, or any other country where the Company conducts business as of the date Mr. Constant’s employment terminates or (ii) with certain casual dining and brew-centric restaurant concepts specified in the Employment Agreement or their successors.

The foregoing summary of the material terms of the Employment Agreement is qualified by reference to the full Employment Agreement, a copy of which is expected to be filed with the Company’s annual report on Form 10-K for fiscal year 2016.