Red Robin shareholders back directors and pay

Red Robin Gourmet Burgers, Inc. held its annual stockholder meeting on May 14, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Red Robin Gourmet Burgers, Inc. held its annual stockholder meeting on May 14, 2026. Of the 18,135,330 shares outstanding as of the record date, 14,627,380 shares were present or represented by proxy, representing approximately 80.66% of eligible shares.

Stockholders elected all seven nominated directors to one-year terms, with support on each ranging from 91.95% to 97.60% of votes cast. They also approved, on an advisory basis, the compensation of named executive officers, with 84.61% of votes cast in favor.

Stockholders approved an amendment to the Amended and Restated Employee Stock Purchase Plan to increase authorized shares available for issuance, with 95.74% of votes cast in favor, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year, with 98.39% of votes cast supporting ratification.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding record date: 18,135,330 shares Shares represented at meeting: 14,627,380 shares Meeting participation rate: 80.66% +5 more

8 metrics

Shares outstanding record date 18,135,330 shares Common stock issued and outstanding as of record date

Shares represented at meeting 14,627,380 shares Shares present or represented by proxy at annual meeting

Meeting participation rate 80.66% Percentage of outstanding shares represented at meeting

Say-on-pay votes for 7,643,722 votes Advisory approval of named executive officer compensation

Say-on-pay support rate 84.61% Percentage of votes cast in favor of executive compensation

ESPP amendment support 95.74% Votes cast in favor of increasing ESPP authorized shares

Auditor ratification for 14,155,355 votes Votes supporting Deloitte & Touche LLP as 2026 auditor

Auditor ratification support 98.39% Percentage of votes cast in favor of Deloitte & Touche LLP

Key Terms

Broker Non-Votes, Emerging growth company, Employee Stock Purchase Plan, independent registered public accounting firm, +1 more

5 terms

Broker Non-Votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Emerging growth company regulatory

"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

Employee Stock Purchase Plan financial

"approved an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan to increase the number of authorized shares"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company’s 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Red Robin (RRGB) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing seven directors, approving executive compensation on an advisory basis, amending the Employee Stock Purchase Plan, and ratifying Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year.

How many Red Robin (RRGB) shares were represented at the 2026 annual meeting?

A total of 14,627,380 shares of common stock were present or represented by proxy, out of 18,135,330 shares outstanding as of the record date, meaning approximately 80.66% of eligible shares participated in the annual meeting vote.

Were all Red Robin (RRGB) director nominees elected in 2026?

Yes. All seven director nominees were elected to one-year terms. Support ranged from 9,193,614 to 9,760,855 votes “For,” with each receiving between 91.95% and 97.60% of the votes cast, excluding broker non-votes.

Did Red Robin (RRGB) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory basis, the compensation of named executive officers. The vote totaled 7,643,722 “For,” 1,389,960 “Against,” and 1,022,848 “Abstain,” corresponding to 84.61% of votes cast in favor of the compensation program.

What change was approved to Red Robin’s Employee Stock Purchase Plan?

Stockholders approved an amendment to the Amended and Restated Employee Stock Purchase Plan to increase the number of authorized shares available for issuance, with 9,573,163 votes “For,” 426,397 “Against,” and 56,970 “Abstain,” representing 95.74% of votes cast in favor.

Who is Red Robin’s (RRGB) auditor for the 2026 fiscal year?

Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year, with 14,155,355 votes “For,” 232,303 “Against,” and 239,722 “Abstain,” and no broker non-votes reported on this proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:06 PM

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): May 14, 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 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 5.07 Submission of Matters to a Vote of Security Holders

Red Robin Gourmet Burgers, Inc. (“the Company”) held its annual meeting of stockholders on May 14, 2026. Of the 18,135,330 shares of common stock issued and outstanding as of the record date, 14,627,380 shares of common stock (approximately 80.66%) were present or represented by proxy at the annual meeting. The vote results for the matters submitted to stockholders are as follows:

Proposal 1. Stockholders elected all seven of the directors nominated by the Company’s board of directors to serve for one-year terms, until our 2027 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director’s earlier resignation or removal:



Name	For	Against	Abstain	Broker Non-Votes	% of Votes Cast
Anthony Ackil	9,235,847	769,031	51,652	4,570,850	92.31%
Steven Lumpkin	9,760,855	240,295	55,381	4,570,850	97.60%
Christopher Martin	9,757,002	241,478	58,051	4,570,850	97.58%
David Pace	9,220,067	781,600	54,864	4,570,850	92.19%
James Pappas	9,720,553	279,346	56,631	4,570,850	97.21%
Nicole Miller Regan	9,278,429	721,074	57,027	4,570,850	92.79%
Anddria Varnado	9,193,614	804,879	58,037	4,570,850	91.95%

Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers:


For	Against	Abstain	Broker Non-Votes	% of Votes Cast
7,643,722	1,389,960	1,022,848	4,570,850	84.61%

Proposal 3. Stockholders approved an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan to increase the number of authorized shares available for issuance:


For	Against	Abstain	Broker Non-Votes	% of Votes Cast
9,573,163	426,397	56,970	4,570,850	95.74%

Proposal 4. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company’s 2026 fiscal year:


For	Against	Abstain	Broker Non-Votes	% of Votes Cast
14,155,355	232,303	239,722	0	98.39%

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: May 15, 2026

RED ROBIN GOURMET BURGERS, INC.


By:			/s/ Christopher Meyer
Name:			Christopher Meyer
Title:			Interim Principal Financial Officer and Interim Principal Accounting Officer

Source: View Original Filing on SEC EDGAR

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