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): August 29, 2011

 

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-49916

 

84-1573084

(State or other jurisdiction of
incorporation or organization)

 

(Commission file number)

 

(I.R.S. 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))

 

 

 


 

ITEM 5.02

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

 

On August 29, 2011, Mr. David Makula informed Red Robin Gourmet Burgers, Inc. (the “Company”) by letter that he was resigning from its Board of Directors, effective immediately.  Mr. Makula did not indicate any disagreement with the Company or management in connection with his resignation.  Pattye Moore, the Company’s Board chair, issued the following statement:  “Following the reduction in Oak Street’s holdings in Red Robin, David has elected to leave the Board. We’d like to thank David for his service to the Company and our stockholders.  We wish David the best in his future endeavors.”

 

The Company’s agreement with Mr. Makula and Oak Street Capital Management, LLC dated April 5, 2011, remains in effect through the Company’s 2012 Annual Meeting of Stockholders.

 

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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 2, 2011

 

 

RED ROBIN GOURMET BURGERS, INC.

 

 

 

 

 

 

 

By:

/s/ Annita M. Menogan

 

Name:

Annita M. Menogan

 

Title:

Chief Legal Officer

 

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