RED ROBIN GOURMET BURGERS,INC. (NASDAQ:RRGB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) Appointment of Lynn Schweinfurth as Executive Vice President and Chief Financial Officer; transition of Guy Constant to Executive Vice President and Chief Operating Officer
On January2, 2019, Red Robin Gourmet Burgers,Inc. (the “Company”) announced it had hired Lynn Schweinfurth, age 51, to serve as Executive Vice President and Chief Financial Officer, effective as of January28, 2019 (the “Effective Date”). As previously disclosed, Guy Constant, the Company’s current Executive Vice President and Chief Financial Officer, will transition to the role of Executive Vice President and Chief Operating Officer upon such Effective Date of Ms.Schweinfurth’s employment.
Prior to joining the Company, Ms.Schweinfurth has been Vice President, Chief Financial Officer and Treasurer of Fiesta Restaurant Group since 2012 and was appointed Senior Vice President in February2015. From 2010 to 2012, she served as Vice President of Finance and Treasurer of Winn-Dixie Stores,Inc. Ms.Schweinfurth was Chief Financial Officer of Lone Star Steakhouse and Texas Land& Cattle from 2009 to 2010. She was Vice President, Finance, at Brinker International,Inc. from 2004 to 2009. Prior to 2009, Ms.Schweinfurth served in corporate finance at Yum Brands,Inc. and PepsiCo,Inc.
Ms.Schweinfurth is not and has not been involved in any related party transactions with the Company and does not have any family relationships with any other director, executive officer, or any persons nominated for such positions.
In connection with her appointment as Executive Vice President and Chief Financial Officer of the Company, the Company entered into an Employment Agreement with Ms.Schweinfurth dated as of December31, 2018 (the “Employment Agreement”). to the terms of the Employment Agreement, Ms.Schweinfurth will serve as Executive Vice President and Chief Financial Officer of the Company for an indefinite period of time until her employment is terminated in accordance with its terms. The Employment Agreement provides, among other things, for the following:
· annual long-term incentive awards as may be approved by the Compensation Committee of the Board from time to time. The Company agreed to grant Ms.Schweinfurth a long-term incentive award in fiscal year 2019 having a target grant date value equal to 120% of her base salary, (a)33% of which will be RSUs to be awarded seven calendar days after the Effective Date and vesting over four years in substantially equal annual installments on the anniversaries of the grant date, and (b)67% of which will be performance share units to be awarded in the first quarter of fiscal 2019 which will cliff vest at the end of the three-year performance cycle subject to achievement of applicable performance objectives determined by the Compensation Committee from time to time, and in each case subject to continued employment through each applicable vesting date; and
· certain other benefits, including relocation, an annual car allowance and the right to participate in all savings, retirement, medical, welfare, and insurance plans and programs to the same extent as other senior executive employees of the Company.
Upon either Ms.Schweinfurth’s termination by the Company without cause, or by Ms.Schweinfurth for good reason, Ms.Schweinfurth will receive, among other things, a severance payment equal to her annual base salary then in effect. This amount would be paid in a lump sum in cash within 60 days after the effective date of such termination. The Employment Agreement contains confidentiality, non-compete, and non-interference covenants from Ms.Schweinfurth, including a 12-month covenant not to compete with the Company and its subsidiaries (i)in a burger-focused restaurant business in the United States, the Canadian provinces of Alberta and British Columbia, or any other country where the Company conducts business as of the date Ms.Schweinfurth’s employment terminates or (ii)with certain casual dining and brew-centric restaurant concepts specified in the Employment Agreement or their successors.
The foregoing summary of the material terms of the Employment Agreement is qualified by reference to the full Employment Agreement, a copy of which is expected to be filed with the Company’s Annual Report on Form10-K for fiscal year 2018.
Item 7.01. Regulation FD
On January2, 2019, the Company issued a press release announcing the appointment of Ms.Schweinfurth as the Company’s new Executive Vice President and Chief Financial Officer. A copy
of this press release is furnished herewith as Exhibit99.1 and is incorporated herein by reference to this Item 7.01.
The information set forth in this Item 7.01 including the information set forth in Exhibit99.1 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
Exhibits.
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99.1 |
RedRobinGourmetBurgers,Inc.PressReleasedatedJanuary2,2019. |
RED ROBIN GOURMET BURGERS INC Exhibit
EX-99.1 2 a18-42207_1ex99d1.htm EX-99.1 Exhibit 99.1 Red Robin Announces Appointment of Lynn Schweinfurth as Executive Vice President and Chief Financial Officer Greenwood Village,…
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About RED ROBIN GOURMET BURGERS,INC. (NASDAQ:RRGB)
Red Robin Gourmet Burgers, Inc., together with its subsidiaries, primarily develops, operates and franchises casual-dining restaurants and fast-casual restaurants in North America and focuses on serving a selection of gourmet burgers. The Company is primarily engaged in the sale of food and beverages at the Company-owned restaurants. Its menu features a line of gourmet burgers, as well as its line of Red’s Tavern Double Burgers and its Red Robin’s line of half-pound Angus beef burgers with various toppings. It also offers burgers made from chicken breasts, fish fillets, turkey patties, as well as vegetarian and vegan options. It offers a selection of buns, including ciabatta, gluten free, sesame, onion, whole grain, jalapeno and lettuce wraps a range of toppings, including fresh guacamole, house made barbeque sauces, aiolis, grilled pineapple, crispy onion straws, sauteed mushrooms, fried jalapenos, bruschetta salsa, coleslaw, over eight cheese choices and a fried egg.
