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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):
April 29, 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)
(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 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. |
Departure of Christopher Meyer as Interim
Chief Financial Officer
Christopher
Meyer’s service as the Company’s interim principal financial officer and principal accounting officer will conclude on
May 31, 2026, in connection with the expiration of his independent contractor agreement with the Company, dated November 28, 2025,
and the appointment of Mr. Graff as the Company’s principal financial officer and principal accounting officer on such
date.
Appointment of Mark Graff as Chief Financial
Officer
On April 29, 2026, Red Robin
Gourmet Burgers, Inc. (the “Company”) appointed Mark Graff to the position of Chief Financial Officer, effective May 4, 2026.
Mr. Graff, age 47, will become the Company’s principal financial officer and principal accounting officer on May 31, 2026, succeeding
Christopher Meyer, the Company’s interim Chief Financial Officer, in both roles. Prior to joining the Company, Mr. Graff most recently
served as President of Bonefish Grill and Fine Dining at Bloomin’ Brands, Inc., a casual dining restaurant company, from November
2023 to November 2025, where he led a $900 million business across more than 220 restaurants. During his tenure at Bloomin’ Brands,
Mr. Graff held senior leadership roles across finance, strategy and investor relations, from January 2012 to November 2025, leading global
business development, capital planning and complex merger and acquisition initiatives. Prior to Bloomin’ Brands, Mr. Graff held
positions at Deloitte from 2010 to 2012 and Raymond James from 2004 to 2010.
There are no arrangements
or understandings between Mr. Graff and any other persons pursuant to which he was appointed as Chief Financial Officer, and no family
relationships among any of the Company’s directors or executive officers and Mr. Graff. Additionally, Mr. Graff has no direct or
indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities
Act of 1933, as amended.
In connection with Mr. Graff’s
appointment as Chief Financial Officer of the Company, Mr. Graff and the Company entered into an employment agreement, dated April 29,
2026 (the “Employment Agreement”). The Employment Agreement provides for the following compensation: (i) an annual base salary
of $500,000; (ii) eligibility to receive an annual bonus with a target of 75% of Mr. Graff’s base salary, prorated for the Company’s
2026 fiscal year; and (iii) an equity inducement award with a target value equal to 120% of Mr. Graff’s base salary for the Company’s
2026 fiscal year, with the opportunity to participate in the Company’s long-term incentive program in subsequent fiscal years. Mr.
Graff may also participate in the Company’s standard benefit plans, as may be amended from time to time, in which other executive
officers are eligible to participate, and will be eligible to participate in the Company’s Executive Severance Plan, as described
under the heading “Employment Agreements, Separation Arrangements, and Executive Severance Plan―Executive Severance Plan”
in the Company’s Definitive Proxy Statement filed with the SEC on March 26, 2026, and which description is incorporated by reference
herein, with a “Change in Control Cash Severance Multiplier” of 1.0, a “Change in Control Benefits Continuation Period”
of 12 months, a “Non-Change in Control Cash Severance Multiplier” of 1.0, a “Non-Change in Control Benefits Continuation
Period” of 12 months, and a “Restricted Period” of 12 months in the event of a Change in Control Qualifying Termination
or 12 months in the event of a Non-Change in Control Qualifying Termination (in each case, as such terms are defined in the Executive
Severance Plan). Mr. Graff will be subject to customary restrictive covenants in the Employment Agreement, including nondisclosure of
confidential information, nondisparagement, return of Company property, and, during employment and for the twelve months following termination
of employment, non-competition and non-solicitation of employees, and non-interference with suppliers and business relations of the Company.
The foregoing summary does
not purport to be a complete description and is qualified in its entirety by the Employment 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 |
Employment Agreement, by and between Red Robin Gourmet Burgers, Inc. and Mark Graff, dated April 29, 2026 |
| 99.1 |
Red Robin Gourmet Burgers, Inc. Press Release dated April 29, 2026 |
| 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.
| |
RED ROBIN GOURMET BURGERS, INC. |
|
| |
|
|
| |
Date: April 30, 2026 |
|
| |
|
|
|
| |
By: |
/s/ Sarah A. Mussetter |
|
| |
Name: |
Sarah A. Mussetter |
|
| |
Title: |
Chief Legal Officer |
|
EXHIBIT
99.1
For
media relations questions:
Hannah Atteberry, Red Robin Gourmet Burgers, Inc.
media@redrobin.com
For
investor relations questions:
Jeff
Priester, ICR
investor@redrobin.com
RED
ROBIN GOURMET BURGERS, INC. APPOINTS MARK GRAFF AS CHIEF FINANCIAL OFFICER
ENGLEWOOD,
Colo., April 29, 2026
– Red
Robin Gourmet Burgers, Inc. (NASDAQ:
RRGB) today announced that it has appointed Mark Graff as Chief Financial Officer, effective May 4. Graff succeeds Chris Meyer, who joined
the company as Interim Chief Financial Officer in December 2025.
“The
appointment of Mark Graff represents an important step forward for our organization. With his experience in financial strategy and operational
excellence, Mark will play a key role in shaping our future and advancing our strategic priorities,” said Dave Pace, President
and CEO of Red Robin. “We look forward to the leadership and perspective he will bring as we continue to execute on our First Choice
Plan.”
Pace
added, “I also want to extend my sincere thanks to Chris Meyer for stepping out of retirement to serve in an interim capacity and
for providing continuity and steady leadership to our finance team and the entire organization as we conducted a thorough search for
the right long-term candidate.”
With
more than a decade at Bloomin’ Brands, Graff brings deep financial expertise and direct operational leadership to Red Robin. Most
recently, he served as President of Bonefish Grill and Fine Dining, where he led a $900M business across more than 220 restaurants. Over
the course of his tenure at Bloomin’ Brands, Graff held senior leadership roles across finance, strategy and investor relations,
as well as leading global business development, capital planning and merger & acquisition initiatives. Earlier in his career, he
worked at Deloitte Consulting and at Raymond James in investment banking. He holds a bachelor’s degree from The Pennsylvania State
University.
“I’m
honored to join Red Robin and look forward to partnering with the leadership team to maintain a strong focus on the company’s financial
foundation, support its strategic priorities and drive sustainable, long-term growth,” said Graff.
About
Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB)
Red
Robin Gourmet Burgers, Inc. (www.redrobin.com), is a casual dining restaurant chain founded in 1969 that operates through its wholly
owned subsidiary, Red Robin International, Inc., and under the trade name, Red Robin Gourmet Burgers and Brews. We believe nothing
brings people together like burgers and fun around our table, and no one makes moments of connection over craveable food more
memorable than Red Robin. We serve a variety of burgers and mainstream favorites to Guests of all ages in a casual, playful
atmosphere. In addition to our many burger offerings, Red Robin serves a wide array of salads, appetizers, entrees, desserts,
signature beverages and Donatos Pizza at select locations. It's easy to enjoy Red Robin anywhere with online ordering available for
to-go, delivery and catering. Sign up for the royal treatment by joining Red Robin Royalty® today and enjoy Bottomless perks and
delicious rewards across nearly 500 Red Robin locations in the United States and Canada, including those operating under franchise
agreements. Red Robin… YUMMM®!
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