RED ROBIN GOURMET BURGERS INC (Form: 8-K, Received: 02/07/2020 08:19:46)

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): February 6, 2020

____________________

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)

(303) 846-6000

(Registrant’s telephone number, including area code)

_______________________

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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		RRGB		NASDAQ (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.

Appointment of New Director

On February 6, 2020, Red Robin Gourmet Burgers, Inc. (the “Company”) increased the size of the Board to ten members and appointed Allison Page to fill the resulting vacancy. Ms. Page was elected effective immediately and will serve as a director until the 2020 Annual Meeting of Stockholders or until her respective successor has been duly elected and qualified, or until the earlier of her respective death, resignation, or removal. Committee assignments for Ms. Page will be made at a later date.

Allison Page is a business executive and the Co-Founder and President of SevenRooms, an operations, marketing, and guest engagement platform for hospitality operators to create relationships with guests and deliver guest experiences. She has served as the Co-Founder and President at SevenRooms since 2011. Prior to founding SevenRooms, Ms. Page served as an Associate at Hodes Weill & Associates from 2009 to 2011 as a founding member of the independent real estate and advisory business.

Ms. Page, 35, will receive compensation in accordance with the Company’s standard non-employee director compensation policies, which are described in the Company’s Definitive Proxy Statement on Schedule 14A for the 2019 Annual Meeting of Stockholders filed with the SEC on April 10, 2019; provided that, instead of receiving her pro-rated RSU grant for the remainder of this term immediately, the Company will instead add that amount to her regular cycle grant in May. As of the date of these appointments, there are no transactions between the Company and Ms. Page that would be reportable under Item 404(a) of Regulation S-K. Ms. Page was not selected pursuant to any arrangement or understanding between herself and any other person.

As previously announced, Director Stuart Oran has decided not to stand for re-election at the 2020 Annual Meeting of Stockholders. Following Mr. Oran’s retirement from the Board, the Company expects that the Board size will be reduced again to nine members.

Item 8.01

Other Events.

The Company issued a press release announcing that it has appointed Allison Page as a new independent director, effective immediately. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

Solicitation of Proxies

Red Robin Gourmet Burgers, Inc. (“Red Robin”) intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). RED ROBIN STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by Red Robin with the SEC without charge from the SEC’s website at www.sec.gov.

Certain Information Regarding Participants

Red Robin, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from Red Robin’s stockholders in connection with the matters to be considered at the 2020 Annual Meeting. Information regarding the ownership of Red Robin’s directors and executive officers in Red Robin common shares is included in their SEC filings on Forms 3, 4, and 5, which can be found through the SEC’s website at www.sec.gov. Information can also be found in Red Robin’s other SEC filings. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

99.1		Red Robin Gourmet Burgers, Inc. Press Release dated February 7, 2020.

SIGNATURES

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: February 7, 2020

	RED ROBIN GOURMET BURGERS, INC.

	By:	/s/ Michael L. Kaplan
		Michael L. Kaplan
		Senior Vice President and Chief Legal Officer

Red Robin Gourmet Burgers Appoints Allison Page to its Board of Directors

Greenwood Village, CO – February 7, 2020 – Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) (“Red Robin” or the “Company”) today announced it has appointed Allison Page to its Board of Directors, effective immediately.

Ms. Page currently serves as the Co-Founder and President at SevenRooms, a data-driven operations, marketing and guest engagement platform that has successfully enabled restaurant and hospitality operators to deliver exceptional guest experiences, streamline operations and drive repeat visits with a fully integrated approach to relationship management. Since SevenRooms’ inception in 2011, Ms. Page has led the company’s strategic vision, product strategy and user-experience design.

“Allison is an accomplished, forward-thinking executive with a deep understanding of technology’s potential to positively impact the hospitality industry,” said David A. Pace, Red Robin’s Board Chair. “She brings a unique consumer lens to revolutionizing the restaurant guest experience. The Board and management team look forward to benefiting from Allison’s expertise as we continue to execute our strategic plan, accelerate Red Robin’s turnaround and transform the business to create significant long-term value for our shareholders.”

Ms. Page said, “I am honored to join Red Robin’s Board and look forward to working with my fellow directors and the Company’s management team to realize the full potential of the iconic Red Robin brand, cultivate meaningful relationships with guests and deliver exceptional dining experiences.”

In the last six months the Company has added four new independent Directors to its Board. The appointment of Ms. Page will expand the Red Robin Board to ten Directors, nine of whom are independent. As previously announced, Director Stuart Oran has decided not to stand for re-election at the 2020 Annual Meeting of Stockholders. Following Mr. Oran’s retirement from the Board, the Company expects that the Board size will be reduced again to nine members.

Allison Page is an accomplished industry executive with significant experience in restaurants, hospitality, marketing and technology. She currently serves as the Co-Founder and President of SevenRooms. SevenRooms’ clients range from neighborhood restaurants to international, multi-concept hospitality groups including, among others, MGM Resorts, Mandarin Oriental Hotel Group, Bloomin’ Brands, Topgolf, Jumeirah Group, Wolfgang Puck and TAO Group. Under Ms. Page’s leadership the company has transformed the daily operations of properties in more than 250 cities globally and integrated more than 50 platforms with leading technology companies including Google, American Express, Facebook/Instagram, Amazon, TripAdvisor, OpenTable, Stripe, Zomato, Oracle, Agilisys and Toast. SevenRooms is venture-backed by Amazon and Comcast Ventures, and was named a “top company to watch” by Business Insider and Skift. Ms. Page previously served as founding team member at Hodes Weill & Associates, an independent real estate advisory business spun out of Credit Suisse, and began her career as an investment banking analyst at Credit Suisse. She holds a Bachelor’s degree in Finance and Real Estate from The Wharton School at the University of Pennsylvania and was named one of Hospitality Technology’s 2019 Top Women in Restaurant Technology. She currently serves on the Board of Directors for the Pillsbury Institute for Hospitality Entrepreneurship at Cornell University.

Red Robin Gourmet Burgers, Inc. (www.redrobin.com), a casual dining restaurant chain founded in 1969 that operates through its wholly-owned subsidiary, Red Robin International, Inc., and under the trade name, Red Robin Gourmet Burgers and Brews, is the Gourmet Burger Authority^™, famous for serving more than two dozen craveable, high-quality burgers with Bottomless Steak Fries^® in a fun environment welcoming to guests of all ages. At Red Robin, burgers are more than just something guests eat; they’re a bonding experience that brings together friends and families, kids and adults. In addition to its many burger offerings, Red Robin serves a wide variety of salads, soups, appetizers, entrees, desserts and signature

beverages. Red Robin offers a variety of options behind the bar, including its extensive selection of local and regional beers, and cocktails. It’s now easy to take Red Robin anywhere with online ordering for to-go and Gourmet Burger Bar catering pickups through Yummm2Go. There are more than 550 Red Robin restaurants across the United States and Canada, including those operating under franchise agreements. Red Robin… YUMMM^®! Connect with Red Robin on Facebook, Instagram and Twitter.

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