STOCK TITAN

Red Robin (NASDAQ: RRGB) appoints Michael Kappitt as independent director

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Red Robin Gourmet Burgers, Inc. increased its Board of Directors from seven to eight members and appointed Michael Kappitt to fill the new seat, effective July 24, 2026. He will serve until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified, or earlier death, resignation, or removal.

The Board determined that Kappitt qualifies as an independent director under Nasdaq listing standards, and he will not initially serve on any Board committees. He previously served as Chief Operating and Insights Officer at Subway from March 2020 to August 2025 and held multiple leadership roles at Bloomin’ Brands, including President of Carrabba’s Italian Grill. Kappitt will receive compensation under the company’s standard non-employee director policies, and there are no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board size 8 directors Board size increased from seven to eight members on July 17, 2026
Effective appointment date July 24, 2026 Effective date of Michael Kappitt’s appointment as director
Subway tenure start March 2020 Start of Michael Kappitt’s role as Chief Operating and Insights Officer at Subway
Subway tenure end August 2025 End of Michael Kappitt’s role as Chief Operating and Insights Officer at Subway
Bloomin’ Brands tenure 2011 to 2020 Period in which Michael Kappitt held multiple leadership roles at Bloomin’ Brands
Proxy statement filing date March 26, 2026 Date of definitive proxy statement describing non-employee director compensation policies
independent director regulatory
"The Board has determined that Mr. Kappitt qualifies as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
definitive proxy statement regulatory
"described in the Company’s definitive proxy statement on Schedule 14A"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Item 404(a) of Regulation S-K regulatory
"reportable under Item 404(a) of Regulation S-K"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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FAQ

What board change did Red Robin (RRGB) report in this 8-K/A amendment?

Red Robin (RRGB) reported that its Board of Directors increased from seven to eight members and appointed Michael Kappitt to the new seat, effective July 24, 2026. He will serve until the 2027 Annual Meeting of Stockholders or until a successor is elected and qualified.

Who is Michael Kappitt, the new Red Robin (RRGB) director?

Michael Kappitt is a seasoned restaurant executive and now an independent director at Red Robin (RRGB). He most recently served as Subway’s Chief Operating and Insights Officer from March 2020 to August 2025 and previously held leadership roles at Bloomin’ Brands, including President of Carrabba’s Italian Grill.

When does Michael Kappitt’s term on the Red Robin (RRGB) board end?

Michael Kappitt will serve as a Red Robin (RRGB) director until the 2027 Annual Meeting of Stockholders, or until his successor is duly elected and qualified. His service could also end earlier upon death, resignation, or removal, consistent with typical board terms.

Is Michael Kappitt considered independent under Nasdaq rules at Red Robin (RRGB)?

Yes. Red Robin’s Board determined that Michael Kappitt qualifies as an independent director under Nasdaq listing standards. He will not serve on any board committees at this time, but his independence status supports governance and oversight expectations for outside directors.

How will Michael Kappitt be compensated as a Red Robin (RRGB) director?

Michael Kappitt will receive compensation in line with Red Robin’s standard non-employee director policies. These terms are described in the company’s definitive proxy statement on Schedule 14A filed March 26, 2026, which outlines fees and equity awards for outside directors.
0001171759FALSE00011717592023-11-012023-11-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
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): July 17, 2026
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)

Registrant's telephone number, including area code: (303) 846-6000

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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value
RRGBNASDAQ(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 July 17, 2026, the Board of Directors (the “Board”) of Red Robin Gourmet Burgers, Inc. (the “Company”) increased the size of the Board from seven to eight members and appointed Michael Kappitt to fill the resulting vacancy, effective July 24, 2026.
Mr. Kappitt will serve as a director until the 2027 Annual Meeting of Stockholders or until his successor has been duly elected and qualified, or until the earlier of his death, resignation, or removal. The Board has determined that Mr. Kappitt qualifies as an independent director under the Nasdaq listing standards. Mr. Kappitt will not serve on any committees of the Board at this time.
    Mr. Kappitt most recently served as the Chief Operating and Insights Officer at Subway, a global franchisor of quick-service restaurants specializing in made-to-order sandwiches, from March 2020 until August 2025. Prior to his role at Subway, Mr. Kappitt served in multiple leadership roles for Bloomin’ Brands, Inc. from 2011 to 2020, including President of Carrabba’s Italian Grill from February 2016 to February 2020 and Global Chief Marketing Officer from December 2013 to February 2016. Mr. Kappitt will receive compensation in accordance with the Company’s standard non-employee director compensation policies, which are described in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 26, 2026. There are no transactions between the Company and Mr. Kappitt that would be reportable under Item 404(a) of Regulation S-K. Mr. Kappitt was not selected pursuant to any arrangement or understanding between himself and any other person.
1


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.

RED ROBIN GOURMET BURGERS, INC.
Date: July 24, 2026
By:/s/ Mark Graff
Name:Mark Graff
Title:Chief Financial Officer

2

Filing Exhibits & Attachments

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