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 26, 2016
RUTH’S HOSPITALITY GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-51485
|
Delaware |
72-1060618 |
|
(State or other jurisdiction of |
(IRS Employer |
|
incorporation) |
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)
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 May 26, 2016, 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 eliminate restrictions on removal 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 26, 2016, the stockholders of the Company (i) elected each of the Company’s seven 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 eliminate restrictions on removal 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:
|
Election of Directors |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||||||||
|
Michael P. O’Donnell |
26,961,864 | 279,538 | 3,822,856 | |||||||||
|
Robin P. Selati |
19,504,596 | 7,736,945 | 3,822,856 | |||||||||
|
Giannella Alvarez |
27,184,097 | 51,643 | 3,822,856 | |||||||||
|
Carla R. Cooper |
19,718,232 | 7,523,314 | 3,822,856 | |||||||||
|
Bannus B. Hudson |
19,659,476 | 7,581,556 | 3,822,856 | |||||||||
|
Robert S. Merritt |
27,188,420 | 53,122 | 3,822,856 | |||||||||
|
Alan Vituli |
27,119,579 | 121,964 | 3,822,856 | |||||||||
Accordingly, each of the seven nominees received a majority of votes cast and therefore was elected to serve as a director.
|
Votes For |
Votes Against |
Abstentions |
||||||||||
|
Amendment to the Amended and Restated Certificate of Incorporation to Eliminate Restrictions on Removal of Directors |
30,795,139 | 147,225 | 127,579 | |||||||||
Accordingly, greater than 66 2/3% of votes were cast in favor of the proposal and the amendment to the Amended and Restated Certificate of Incorporation of the Company to eliminate restrictions on removal of directors was approved.
|
Votes For |
Votes Against |
Abstentions |
||||||||||
|
Ratification of Independent Registered Public Accounting Firm |
30,713,571 | 349,380 | 6,992 | |||||||||
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. |
|
|
Date: May 27, 2016 |
By: |
/s/ Alice G. Givens |
|
|
|
Alice G. Givens |
|
|
|
Vice President – General Counsel, Chief Compliance Officer and Secretary |
3
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, filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 9, 2010 and filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 3, 2015 (as so amended and restated, the “Certificate of Incorporation”).
SECOND : That Section 3 of Article Six of the Certificate of Incorporation is hereby amended to delete the words “as hereinafter provided” from the second sentence of such Section.
THIRD : That Section 4 of Article Six of the Certificate of Incorporation is hereby amended to read in its entirety as follows:
Section 4. [RESERVED].
FOURTH : 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 amending 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 Amendment to the Amended and Restated Certificate of Incorporation this 26th day of May, 2016.
|
|
Ruth’s Hospitality Group, Inc.,
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Alice G. Givens |
|
|
|
Name: |
Alice G. Givens |
|
|
|
Title: |
VP-General Counsel |
|