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.

On April 3, 2019, Denny Marie Post notified the Board of Directors (the “Board”) of Red Robin Gourmet Burgers, Inc. (the “Company”), of her retirement as President and Chief Executive Officer of the Company and her resignation from the Board, in each case effective as of April 3, 2019.

On April 3, 2019, Pattye L. Moore, 61, current chairman of the Board, wasappointed as the Company’s Interim President and Chief Executive Officer, effective as of April 3, 2019. It is anticipated that Ms.Moore will serve in such position until theappointment by the Board of a permanent president and chief executive officer. Biographical and other information required by this Item concerning Ms. Mooreis included in the Company’s preliminary proxy statement for the 2019 Annual Meeting of Shareholders, filed with the SEC on March 19, 2019.

In connection with her service as Interim President and Chief Executive Officer, the Board and Ms. Moore have agreed that she will receive a base salary of $167,000 per month (prorated for partial months). Ms. Moore will not receive any compensation as a director during her tenure as Interim President and Chief Executive Officer, other than continued vesting in her restricted stock units granted in May 2018.

In connection with her retirement, the Company has agreed to provide Ms. Post, to a retirement agreement between the Company and her (the “Retirement Agreement”), in addition to any accrued but unpaid benefits or obligations: (i)24 months of salary continuation, (ii) a bonus for fiscal year 2019 (based on actual performance, and prorated for the number of days employed during fiscal year 2019), and (iii) subject to her timely election of continued healthcare coverage under COBRA, a lump sum in cash within 30 days after such election in an amount equal to the product of (x) the portion of monthly premiums of Ms. Post’s group health insurance, including coverage for her eligible dependents, that the Company paid immediately prior to the Retirement Date and (y) 18. Ms. Post’s outstanding equity awards will be treated in accordance with their terms relating to termination of employment due to retirement, as applicable. The Retirement Agreement re-affirms Ms.Post’s continuing obligations under the restrictive covenants included in her amended and restated employment agreement with the Company, including nondisclosure of confidential information, return of Company property, and, for the 24 months following the date of retirement, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. The Retirement Agreement also includes post-employment cooperation and non-disparagement covenants as well as a general release of claims against the Company by Ms. Post.

The foregoing description of the terms of the Retirement Agreement is qualified in its entirety by reference to the Retirement Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10−Q for the fiscal quarter ending April21, 2019.

A copy of the press release announcing Ms. Post’s retirement and Ms. Moore’s appointment is attached hereto as Exhibit 99.1.

RED ROBIN GOURMET BURGERS INC Exhibit
EX-99.1 2 eh1900483_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1   Red Robin Announces Retirement of President and CEO Denny Marie Post   Board of Directors Forms Search Committee   Board Chair Pattye Moore To Serve As Interim CEO 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.