STOCK TITAN

Red Robin (NASDAQ: RRGB) holders approve board, pay plan and Deloitte

(Moderate)
(Neutral)
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.

Positive

  • None.

Negative

  • None.
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.
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
Broker Non-Votes financial
"Name | For | Against | Abstain | Broker Non-Votes | % of Votes Cast"
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"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

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.
0001171759FALSE00011717592023-11-012023-11-01

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 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 5.07 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:
ForAgainstAbstainBroker Non-Votes% of Votes Cast
7,643,7221,389,9601,022,8484,570,85084.61%
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:
ForAgainstAbstainBroker Non-Votes% of Votes Cast
9,573,163426,39756,9704,570,85095.74%
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:
ForAgainstAbstainBroker Non-Votes% of Votes Cast
14,155,355232,303239,722098.39%
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.
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

2

Filing Exhibits & Attachments

3 documents