ruth20150603_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2015

 

 

RUTH'S HOSPITALITY GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction of incorporation)

000-51485
(Commission File Number)

72-1060618
(IRS Employer Identification No.)

 

 

1030 W. Canton Avenue, Ste. 100, Winter Park, FL 32789
(Address of Principal executive offices, including Zip Code)

 

 

(407) 333-7440
(Registrant's telephone number, including area code)


 

(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))

 



 

 
 

 

 

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 3, 2015, Ruth’s Hospitality Group, Inc. (the “Company”) filed a certificate of amendment (a “Certificate of Amendment”) to its amended and restated certificate of incorporation in order to adopt majority voting for uncontested election of directors. The Certificate of Amendment was effective upon its filing with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

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

 

At the Annual Meeting of Stockholders of the Company held on May 28, 2015, the stockholders of the Company (i) elected each of the Company’s six nominees to serve on the Company’s board of directors until the next annual meeting, (ii) approved the amendment to the Amended and Restated Certificate of Incorporation of the Company to adopt majority voting for uncontested election of directors and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

 

The results of the voting were as follows:

 

      Votes For      

Votes

Withheld

     

Broker

Non-Votes

 

Election of Directors

                       

Michael P. O’Donnell

    27,187,955       296,971       5,504,084  

Robin P. Selati

    26,584,331       900,595       5,504,084  

Carla R. Cooper

    26,767,720       717,206       5,504,084  

Bannus B. Hudson

    26,834,359       650,567       5,504,084  

Robert S. Merritt

    27,341,061       143,865       5,504,084  

Alan Vituli

    27,273,495       211,431       5,504,084  

 

Accordingly, each of the six nominees received the highest number of votes cast and therefore was elected to serve as a director.

 

      Votes For    

 

Votes

Against

      Abstentions    

 

Broker

Non-Votes

 

Amendment to the Amended and Restated Certificate of Incorporation to Adopt Majority Voting for Uncontested Election of Directors

    27,324,502       27,677       132,747       5,504,084  


     Accordingly, greater than 66⅔% of votes were cast in favor of the proposal and the amendment to the Amended and Restated Certificate of Incorporation of the Company to adopt majority voting for uncontested election of directors was approved.

 

      Votes For    

 

Votes

Against

   

 

Abstentions  

Ratification of Independent Registered Public Accounting Firm

    32,416,068       444,445       128,497  

 

Accordingly, a majority of votes were cast in favor of the proposal and the appointment of KPMG LLP as the Company’s independent registered public accounting firm was ratified.


Item 9.01.     Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company

 

 

 
 

 

 

SIGNATURES

 

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.

 

 

RUTH'S HOSPITALITY GROUP, INC.

 

 

 

 

 

 

 

 

  /s/ John F. McDonald, III                                              
     
Date: June 3, 2015  Name:    John F. McDonald, III  
  Title:      Vice President - General Counsel
               Chief Compliance Officer 
 

 

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company