Red Robin Announces Annual Meeting of Stockholders on May 23, 2024

TL;DR

<b>Red Robin Gourmet Burgers, Inc. will hold its annual stockholder meeting on May 23, 2024, to elect directors, approve executive compensation, and ratify auditor appointment.</b>

AI Summary

RED ROBIN GOURMET BURGERS INC (RRGB) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. The annual meeting will be held on May 23, 2024, at 8:00 a.m. MDT. Stockholders of record as of March 26, 2024, are entitled to vote. The meeting agenda includes electing 8 directors, approving executive compensation, and ratifying the appointment of Deloitte & Touche LLP. A 2024 Performance Incentive Plan is also up for approval. The company filed its annual report on Form 10-K for the fiscal year ended December 31, 2023.

Why It Matters

For investors and stakeholders tracking RED ROBIN GOURMET BURGERS INC, this filing contains several important signals. The election of directors and approval of executive compensation are standard governance procedures that allow shareholders to voice their opinions on company leadership and pay practices. The ratification of Deloitte & Touche LLP as the independent auditor is crucial for maintaining financial transparency and investor confidence in the company's financial reporting.

Risk Assessment

Risk Level: — RED ROBIN GOURMET BURGERS INC shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns highlighted.

Analyst Insight

Review the proposed director nominees and the executive compensation plan to make an informed voting decision.

Key Numbers

• May 23, 2024 — Annual Meeting Date (Date of the annual meeting of stockholders)
• March 26, 2024 — Record Date (Stockholders as of this date are entitled to vote)
• 2024 — Fiscal Year End (Fiscal year end for the company)
• 2023 — Fiscal Year End (Fiscal year end for the company's Form 10-K)

Key Players & Entities

• RED ROBIN GOURMET BURGERS, INC. (company) — Registrant
• Deloitte & Touche LLP (company) — independent registered public accounting firm
• Anthony S. Ackil (person) — Director nominee
• Thomas G. Conforti (person) — Director nominee
• G.J. Hart (person) — Director nominee
• Steven K. Lumpkin (person) — Director nominee
• David A. Pace (person) — Director nominee
• Allison Page (person) — Director nominee

FAQ

Industry Context

Red Robin Gourmet Burgers, Inc. operates in the restaurant industry, specifically in the casual dining sector.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Evaluate the proposed executive compensation plan and the 2024 Performance Incentive Plan.
3. Confirm the ratification of Deloitte & Touche LLP as the independent auditor.

Key Dates

• 2024-05-23: Annual Meeting of Stockholders — Election of directors, approval of executive compensation, and other business.
• 2024-03-26: Record Date — Determines which stockholders are entitled to vote at the annual meeting.
• 2024-04-04: Filing Date — Date the DEF 14A proxy statement was filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 annual meeting, following the company's 2023 Form 10-K filing.

Filing Documents

• tm242658-4_def14a.htm (DEF 14A) — 1925KB
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• 0001104659-24-043628.txt (&nbsp;) — 4746KB
• rrgb-20231231.xsd (EX-101.SCH) — 9KB
• rrgb-20231231_def.xml (EX-101.DEF) — 7KB
• rrgb-20231231_lab.xml (EX-101.LAB) — 27KB
• rrgb-20231231_pre.xml (EX-101.PRE) — 9KB
• tm242658-4_def14a_htm.xml (XML) — 217KB

Executive Compensation Practices

Executive Compensation Practices 7 PROXY STATEMENT 8 PROPOSAL 1: ELECTION OF DIRECTORS 8 How Our Directors Are Selected, Qualified, and Elected 8 Selecting Nominees for Director 9 Director Nominees 9 Vote Required 13 Board Recommendation 13 CORPORATE GOVERNANCE AND BOARD MATTERS 14 Governance Principles 14 Director Compensation 24 COMPENSATION DISCUSSION AND ANALYSIS 26 Named Executive Officers 26 EXECUTIVE SUMMARY 26 2023 Company Operational and Performance Highlights 26 2023 Compensation Actions 27 2023 Executive Compensation Outcomes 27 COMPENSATION PHILOSOPHY 28 Pay Objectives 28 Pay For Performance Alignment 28 COMPENSATION DECISION PROCESSES 28 Overview 28 Compensation Setting 28 Consideration of Prior Say-On-Pay Votes 29 Benchmarking 29 Independent Compensation Consultant 30 Risk Mitigation 30 2023 EXECUTIVE COMPENSATION 32 Overview 32 Elements Of Our Executive Compensation Program 33 Summary of 2023 Compensation Activity 34 GOVERNANCE OF EXECUTIVE COMPENSATION 39 Executive Stock Ownership Guidelines 39 Compensation Clawback Policy 40 Executive Employment Agreements 40 i TABLE OF CONTENTS Page COMPENSATION COMMITTEE REPORT 40 2023 EXECUTIVE COMPENSATION TABLES 41 Summary Compensation Table 41 Grants of Plan-Based Awards 42 Outstanding Equity Awards at 2023 Fiscal Year-End 43 Options Exercises and Stock Vested 44 Non-qualified Deferred Compensation 44 Employment Agreements, Separation Arrangements, and CIC Plan 45 Pay Versus Performance Disclosure 53 Financial Performance Measures 55 CEO Pay Ratio 57 PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 58 Vote Required 58 Board Recommendation 58 PROPOSAL 3: APPROVAL OF THE 2024 PERFORMANCE INCENTIVE PLAN 59 Summary Description 61 Vote Required 66 Board Recommendation 66 PROPOSAL 4: RATIFICATION OF

EXECUTIVE COMPENSATION PRACTICES

EXECUTIVE COMPENSATION PRACTICES Pay for performance-focused executive compensation structure, with a significant portion of pay "at-risk" Independent Compensation Committee approves executive compensation structure and pre-established performance goals Independent compensation consultant advises the Compensation Committee Payouts under our annual and long-term incentive compensation plans are capped Long-term incentives feature multiple components; performance is measured over multi-year periods with value dependent on share price as compared to a group of key competitors; payouts are capped if total stockholder return (TSR) is negative Double trigger required for cash severance and equity vesting upon change in control (other than certain performance awards) Meaningful stock ownership guidelines for executives and Board members Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors Clawback policy for the return of certain cash and equity executive incentive compensation in the event of a financial restatement Limited perquisites No incentivizing of short-term results to the detriment of long-term goals and results Compensation practices appropriately structured to avoid incentivizing excessive risk taking No excise tax gross ups for change in control related situations No repricing of underwater options without stockholder approval 7 TABLE OF CONTENTS PROXY STATEMENT The Board of Directors ("Board" or "Board of Directors") of Red Robin Gourmet Burgers, Inc. ("Red Robin" or the "Company") is first providing this proxy statement on or about April 4, 2024 to stockholders in connection with the solicitation of proxies on its behalf to be voted at the annual meeting of stockholders. The meeting will be held on Thursday, May 23, 2024, beginning at 8:00 a.m. MDT, at Red Robin's Yummm U, located at 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112. The proxies may be voted at

View Full Filing

View this DEF 14A filing on SEC EDGAR