UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2015

 

 

RUTH'S HOSPITALITY GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction of incorporation)

000-51485
(Commission File Number)

72-1060618
(IRS Employer Identification No.)

 

 

1030 W. Canton Avenue, Ste. 100, Winter Park, FL 32789
(Address of Principal executive offices, including Zip Code)

 

 

(407) 333-7440
(Registrant's telephone number, including area code)


 

(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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year .

 

On June 3, 2015, Ruth’s Hospitality Group, Inc. (the “Company”) filed a certificate of amendment (a “Certificate of Amendment”) to its amended and restated certificate of incorporation in order to adopt majority voting for uncontested election of directors. The Certificate of Amendment was effective upon its filing with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders .

 

At the Annual Meeting of Stockholders of the Company held on May 28, 2015, the stockholders of the Company (i) elected each of the Company’s six nominees to serve on the Company’s board of directors until the next annual meeting, (ii) approved the amendment to the Amended and Restated Certificate of Incorporation of the Company to adopt majority voting for uncontested election of directors and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

 

The results of the voting were as follows:

 

      Votes For      

Votes

Withheld

     

Broker

Non-Votes

 

Election of Directors

                       

Michael P. O’Donnell

    27,187,955       296,971       5,504,084  

Robin P. Selati

    26,584,331       900,595       5,504,084  

Carla R. Cooper

    26,767,720       717,206       5,504,084  

Bannus B. Hudson

    26,834,359       650,567       5,504,084  

Robert S. Merritt

    27,341,061       143,865       5,504,084  

Alan Vituli

    27,273,495       211,431       5,504,084  

 

Accordingly, each of the six nominees received the highest number of votes cast and therefore was elected to serve as a director.

 

      Votes For    

 

Votes

Against

      Abstentions    

 

Broker

Non-Votes

 

Amendment to the Amended and Restated Certificate of Incorporation to Adopt Majority Voting for Uncontested Election of Directors

    27,324,502       27,677       132,747       5,504,084  


     Accordingly, greater than 66⅔% of votes were cast in favor of the proposal and the amendment to the Amended and Restated Certificate of Incorporation of the Company to adopt majority voting for uncontested election of directors was approved.

 

      Votes For    

 

Votes

Against

   

 

Abstentions  

Ratification of Independent Registered Public Accounting Firm

    32,416,068       444,445       128,497  

 

Accordingly, a majority of votes were cast in favor of the proposal and the appointment of KPMG LLP as the Company’s independent registered public accounting firm was ratified.


Item 9.01.     Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company

 

 

 
 

 

 

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.

 

 

RUTH'S HOSPITALITY GROUP, INC.

 

 

 

 

 

 

 

 

  /s/ John F. McDonald, III                                              
     
Date: June 3, 2015  Name:    John F. McDonald, III  
  Title:      Vice President - General Counsel
               Chief Compliance Officer  
 

 

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company

 

 

Exhibit 3.1

 

 

 

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RUTH’S HOSPITALITY GROUP, INC.

 

* * * *
Adopted in accordance with the provisions
of §242 of the General Corporation Law
of the State of Delaware
* * * *

 

The undersigned, on behalf of Ruth’s Hospitality Group, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

 

FIRST :          That the Corporation filed its original Certificate of Incorporation with the Delaware Secretary of State on May 11, 2005 under the name of RC Merger Sub, Inc., filed a Restated Certificate of Incorporation with the Delaware Secretary of State on May 19, 2005, filed an Amended and Restated Certificate to the Certificate of Incorporation with the Delaware Secretary of State on August 1, 2005, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 23, 2008 and filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 9, 2010 (as so amended and restated, the “Certificate of Incorporation”).

 

SECOND :     That Section 2 of Article Six of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

 

Section 2. Election and Term of Office . Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Except as provided in Section 3 of this Article Six , a nominee for director shall be elected to the Board of Directors at a duly called meeting of the stockholders at which a quorum is present if the votes of shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote in the election of directors cast “for” such nominee’s election exceed the votes of shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote in the election of directors cast “against” such nominee’s election (with “abstentions” and “broker non-votes” not counted as votes cast either “for” or “against” that nominee’s election); provided, however, that directors shall be elected by a plurality of the votes cast at any duly called meeting of the stockholders for which (i) the secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in the Bylaws of the Corporation; and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Directors need not be stockholders.

 

If an incumbent director is not elected by a majority of votes cast (unless, pursuant to the immediately preceding paragraph, the director election standard is a plurality), the incumbent director shall promptly tender his or her resignation to the Board of Directors for consideration. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the director’s resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within ninety (90) days from the date of the certification of the election results. An incumbent director who tenders his or her resignation for consideration will not participate in the Nominating and Corporate Governance Committee’s or the Board of Directors’ recommendation or decision, or any deliberations related thereto.

 

 

 
 

 

 

If a director’s resignation is accepted by the Board of Directors pursuant to this Section 2 , or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 3 of this Article Six or may decrease the size of the Board of Directors pursuant to Section 1 of this Article Six . If a director’s resignation is not accepted by the Board of Directors pursuant to this Section 2 , such director will continue to serve until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

 

THIRD :          That the terms and provisions of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation were duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

* * * * *

 

 

 

 

   

IN WITNESS WHEREOF, the undersigned on behalf of the Corporation for the purpose of restating the Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amended and Restated Certificate of Incorporation this 3rd day of June, 2015.

 

 

 

Ruth’s Hospitality Group, Inc.,
a Delaware corporation


By:      /s/ John F. McDonald, III          
Name:     John F. McDonald, III

Title:     Vice President - General Counsel

              Chief Compliance Officer