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):  September 4, 2018

 

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 Number)

 

6312 S. Fiddler’s Green Circle, Suite 200N
Greenwood Village, Colorado

 

80111

(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:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 



 

ITEM 5.02                                  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Effective as of September 4, 2018, Carin L. Stutz’s employment with Red Robin Gourmet Burgers, Inc. (the “Company”) was terminated without cause. Ms. Stutz served as Executive Vice President and Chief Operating Officer of the Company from April 2016 until her departure. Effective immediately, President and Chief Executive Officer, Denny Marie Post will assume responsibility for the Company’s operations as interim Chief Operating Officer. Guy Constant, the Company’s Executive Vice President and Chief Financial Officer, is expected to transition into the role of Executive Vice President and Chief Operating Officer upon the hiring of a new Chief Financial Officer and transfer of duties, anticipated in early 2019. As part of this transition plan, the Company will immediately commence an external search for a new Chief Financial Officer. There is no change in compensation at this time for Ms. Post or Mr. Constant based on these changes. Ms. Stutz has certain severance benefits available to her pursuant to her Amended and Restated Employment Agreement, which has been previously filed by the Company.

 

The Company issued a press release on September 4, 2018 announcing these executive officer changes. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

ITEM 9.01           Financial Statements and Exhibits

 

(d)    Exhibits

 

Exhibit No.

 

Description

99.1

 

Red Robin Gourmet Burgers, Inc. Press Release dated September 4, 2018.

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Red Robin Gourmet Burgers, Inc. Press Release dated September 4, 2018.

 

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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:  September 4, 2018

 

 

RED ROBIN GOURMET BURGERS, INC.

 

 

 

 

 

By:

/s/ Michael L. Kaplan

 

Name:

Michael L. Kaplan

 

Title:

Chief Legal Officer

 

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