ruth-8k_20180515.htm

 

 

 

 

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 15, 2018

 

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-51485

72-1060618

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1030 W. Canton Avenue, Ste. 100

Winter Park, FL

 

32789

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 333-7440

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 (see General Instructions A.2. below):

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))

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.

 

At the Annual Meeting of Stockholders of the Company held on May 15, 2018, the stockholders of the Company voted on: (i) the election of each of the Company’s six (6) nominees to serve on the Company’s board of directors until the next annual meeting; (ii) an advisory resolution to approve named executive officer compensation; (iii) approval of the Company’s 2018 Omnibus Incentive Plan; and (4) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

 

The results of the voting were as follows:

Election of Directors

Votes For

Votes Against

Abstentions

Broker Non-votes

Michael P. O’Donnell

23,442,576

2,319,614

2,777

2,714,606

Robin P. Selati

23,395,968

2,366,113

2,886

2,714,606

Giannella Alvarez

24,710,378

1,051,703

2,886

2,714,606

Mary L. Baglivo

24,674,898

1,087,181

2,886

2,714,606

Carla R. Cooper

23,413,021

2,348,902

3,044

2,714,606

Stephen M. King

24,719,372

1,042,607

2,988

2,714,606

 

Accordingly, each of the six (6) nominees received a majority of votes cast and therefore was elected to serve as a director.

 

 

Votes For

Votes Against

Abstentions

Broker Non-votes

Advisory Resolution to Approve Named Executive Officer Compensation

22,930,169

2,812,222

 

22,576

2,714,606

 

Accordingly, a majority of votes were cast in favor of the resolution to approve named executive compensation and the resolution was approved.

 

 

Votes For

Votes Against

Abstentions

Broker Non-votes

Approval of the 2018 Omnibus Incentive Plan

22,915,882

2,824,747

 

24,338

2,714,606

 

 

Accordingly, the majority of votes were cast in favor of approval of the 2018 Omnibus Incentive Plan.  

 

 

Votes For

Votes Against

Abstentions

 

Ratification of the Appointment of KPMG LLP

27,109,215

1,358,132

 

12,226

 

 

 

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.

 

 


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 thereunto duly authorized.

 

 

 

RUTH’S HOSPITALITY GROUP, INC.

 

 

 

 

Date:  May 17, 2018

 

By:

/s/ Alice G. Givens

 

 

 

Alice G. Givens

 

 

 

Vice President – General Counsel, Chief Compliance Officer and Secretary