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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment
No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 16, 2025
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 No.) |
|
10000
E. Geddes Avenue, Suite 500
Englewood, Colorado |
80112 |
| (Address of principal executive offices) |
(Zip Code) |
(303) 846-6000
(Registrant’s telephone number, including area
code)
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Exchange
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. |
On August 20, 2025, Red Robin Gourmet Burgers,
Inc. (the “Company”) announced the departure of Meghan Spuler, the Company’s Chief People Officer (the “Executive”),
effective August 20, 2025.
In connection with the departure of the Executive,
the Company has agreed to provide to the Executive, pursuant to a severance agreement between the Company and the Executive effective
August 27, 2025 (the “Severance Agreement”), in addition to any accrued but unpaid benefits or obligations: (i) an aggregate
amount equal to $375,000, which equals twelve (12) months of the Executive’s annual base salary as in effect immediately prior to
the date of separation, in installment payments over the twelve (12) months following the date of separation in accordance with the Company’s
regular payroll practices, (ii) a lump-sum cash payment equal to a pro rata portion of the Executive’s annual bonus, if any, for
the Company’s 2025 fiscal year under the Company’s 2025 annual bonus plan, based on full year actual performance of the Company,
determined by multiplying such annual bonus by a fraction, the numerator of which is the number of days in the 2025 calendar year through
the date of separation and the denominator of which is three hundred and sixty-five (365), payable at such time as bonuses are generally
paid by the Company to its executives, (iii) subject to the Executive’s timely election of continued healthcare coverage under COBRA,
a lump sum cash payment within thirty (30) days after such election in an amount equal to the product of (x) the portion of monthly premiums
of the Executive’s group health insurance, including coverage for the Executive’s eligible dependents, that the Company paid
immediately prior to the date of separation, and (y) 12.
The Executive’s vested restricted stock units and performance stock
units are subject to the terms and conditions of the applicable equity plan and award agreements issued thereunder, and the Executive
shall forfeit all outstanding and unvested restricted stock units and performance stock units. The Executive’s receipt of the severance
benefits mentioned in this paragraph is subject to a waiver and release of claims in favor of the Company and its affiliates. The Executive
is also subject to certain restrictive covenants in her employment agreement, award agreements and the Severance Agreement, including
nondisclosure of confidential information, return of company property, non-competition and non-solicitation of certain employees for
twelve (12) months following the date of separation, non-solicitation of suppliers and business relations of the Company for twelve (12)
months following the date of separation, post-employment cooperation, and a mutual non-disparagement covenant.
The foregoing description of the terms of the
Severance Agreement is qualified in its entirety by reference to the full terms of the Severance Agreement, which is filed as an exhibit
to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Severance Agreement, by and between Red Robin Gourmet Burgers, Inc. and Meghan Spuler, effective August 27, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: August 29, 2025
| |
RED ROBIN GOURMET BURGERS, INC. |
|
| |
|
|
|
| |
|
|
|
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By: |
/s/ Sarah A. Mussetter |
|
| |
Name: |
Sarah A. Mussetter |
|
| |
Title: |
Chief Legal Officer |
|
