Red Robin 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Red Robin filed an 8-K detailing new deals, stock sales, and exec shakeups.

AI Summary

Red Robin Gourmet Burgers, Inc. filed an 8-K on December 3, 2024, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, along with compensatory arrangements. The filing also covers Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing provides crucial updates on Red Robin's corporate actions, including financial agreements and personnel changes, which could impact its operational and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can indicate significant corporate events and potential financial shifts.

Key Numbers

• 123 — Number of filings (Total documents filed in this report.)

Key Players & Entities

• RED ROBIN GOURMET BURGERS, INC. (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-34851 (identifier) — Commission File Number
• 84-1573084 (identifier) — IRS Employer Identification No.
• 10000 E. Geddes Avenue , Suite 500 Englewood , Colorado 80112 (address) — Principal business address

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value RRGB Nasdaq (Global Selec
• $5.19 — "Common Stock"), at a purchase price of $5.19 per share. The aggregate gross proceeds

Filing Documents

• eh240546757_8k.htm (8-K) — 48KB
• eh240546757_ex1001.htm (EX-10.1) — 125KB
• eh240546757_ex1002.htm (EX-10.2) — 112KB
• eh240546757_ex9901.htm (EX-99.1) — 16KB
• 0000950142-24-002872.txt ( ) — 548KB
• rrgb-20241203.xsd (EX-101.SCH) — 3KB
• rrgb-20241203_lab.xml (EX-101.LAB) — 33KB
• rrgb-20241203_pre.xml (EX-101.PRE) — 22KB
• eh240546757_8k_htm.xml (XML) — 4KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. Cooperation Agreement On December 3, 2024, Red Robin Gourmet Burgers, Inc. (the "Company") entered into a cooperation agreement (the "Cooperation Agreement") with the entities and persons listed on Exhibit A thereto (the "JCP Parties") and the entities and persons listed on Exhibit B thereto (the "Jumana Parties," and together with the JCP Parties, the "Investor Parties"). Pursuant to the Cooperation Agreement, the Company agreed, among other things, to immediately appoint James C. Pappas ("Mr. Pappas") and Christopher Martin ("Mr. Martin," and together with Mr. Pappas, the "New Directors," and each a "New Director") to the board of directors of the Company (the "Board") and increase the size of the Board to ten directors, to accommodate the appointment of the New Directors. As long as each of the Investor Parties continue to satisfy the Minimum Ownership Threshold (as defined below), each of the New Directors will be nominated by the Board to stand for election at each annual meeting of stockholders held during the Cooperation Period (as defined below). The Company has also agreed that, until the expiration of the Cooperation Period, the size of the Board will not exceed ten directors, without the prior written consent of the Investor Parties. Each of the New Directors will be appointed to the Finance Committee of the Board (the "Finance Committee") as soon as reasonably practicable following his appointment to the Board. Following the appointment of the New Directors to the Finance Committee until the expiration of the Cooperation Period, the size of the Finance Committee will be no greater than five members, without the prior written consent of the Investor Parties. Tom Conforti will continue to serve as Chair of the Finance Committee. Pursuant to the Cooperation Agreement, the Investor Parties have agreed to abide by certain standstill restrictions and voting commitments, subject to certain limited exce

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information set forth in Item 1.01 is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 1.01 is incorporated herein by reference. 3 Pursuant to the Cooperation Agreement, on December 3, 2024, the Board increased its size from eight to ten members and appointed each of the New Directors to fill the resulting vacancies. Mr. Pappas founded JCP Investment Management in Houston in June 2009 and is the Managing Member and owner of the firm. He has served as a director of United Natural Foods, Inc. (NYSE: UNFI), a food distributor to grocery stores, since September 2023. Additionally, he has been the chairman of the board of directors of Innovative Food Holdings, Inc. (OTCQB: IVFH), a direct-to-chef and restaurant specialty food platform, since 2023, and a director since 2020. Mr. Pappas is also a director of Tandy Leather Factory, Inc. (NASDAQ: TLF), a specialty retailer and wholesale distributor of leather and leather related products, a position he has held since 2016. Mr. Pappas previously served on the boards of several other public companies, including food-related businesses such as Jamba, Inc., The Pantry, Inc., and Morgan's Foods, Inc., as well as U.S. Geothermal Inc. From 2007 until 2009, he was a private investor, in addition to consulting with several businesses. From 2005 until 2007, he worked in the Investment Banking/Leveraged Finance Division of Goldman Sachs, where he advised private equity groups and corporations on appropriate leveraged buyout, recapitalization and refinancing alternatives. Prior to that, he was an investment banker at Banc of America Securities, where he focused on consumer and retail investment banking. He currently also serves as Secretary for the Endowment Advisory Board of the Annunciation Greek Orth

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 3, 2024, the Company issued a press release announcing the Company's entry into the Cooperation Agreement, the Purchase Agreement and the matters described in Item 1.01, Item 3.02 and Item 5.02 of this Form 8-K. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference. As provided in General Instruction B.2 of Form 8-K, the information under this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 4

Forward-Looking Statements

Forward-Looking Statements

Forward-looking statements

Forward-looking statements in this Form 8-K and certain of the materials furnished or filed herewith regarding our future operating or financial performance, our strategy and ability to executive and drive long term shareholder value, the expected activities in connection with the Investor Parties, and all other statements that are not historical facts are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words such as "expect," "believe," "anticipate," "intend," "plan," "project," "could," "should," "will," "outlook" or "estimate," or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking from those cautionary statements and risk factors described from time to time in the Company's Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Cooperation Agreement 10.2 Form of Equity Purchase Agreement 99.1 Red Robin Gourmet Burgers, Inc. Press Release dated December 3, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 3, 2024 RED ROBIN GOURMET BURGERS, INC. By: /s/ Todd Wilson Name: Todd Wilson Title: Chief Financial Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR