What changed in this filing

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Item 9A. Controls and Procedures

2021-03-03 compared with 2020-02-25 · 74 added, 85 removed, 164 unchanged (49% of the section changed)

16 unchanged sentences

Based on our assessment and those criteria, management believes that, as of December 27, 2020, the Company's internal control over financial reporting is effective.

KPMG, an independent registered public accounting firm, has issued an attestation report on the Company ’ s internal control over financial reporting included herein.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Company's internal control over financial reporting included herein.

Inherent Limitations of Internal Controls

2 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Report of Independent Registered Public Accounting Firm

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 29, 2019 and December 30, 2018, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 29, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2020 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 27, 2020 and December 29, 2019, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 27, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2021 expressed an unqualified opinion on those consolidated financial statements .

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

14 unchanged sentences

Denver, Colorado

February 25, 2020

March 3, 2021

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Other Information

1 unchanged sentence

Our board of directors has adopted codes of ethics that apply to all of our directors, officers, and employees, including our chief executive officer, chief financial officer, and all of the finance team.

The full text of our codes of ethics can be found on the investor relations page of our website at www.redrobin.com .

The full text of our codes of ethics can be found on the investor relations page within the company section of our website at www.redrobin.com .

We intend to disclose any changes in or waivers from the codes of ethics by posting such information on our corporate website or by filing a Current Report on Form 8-K.

Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2020 annual stockholders ’ meeting and is incorporated by reference in this report.

Certain information concerning our executive officers is included in Item 1 of Part I of this report and is hereby incorporated by reference.

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the proxy statement for our 2021 annual stockholders' meeting and is incorporated by reference in this Annual Report on Form 10-K.

Certain information concerning our executive officers is included in Item 1 of Part I of this Annual Report on Form 10-K and is hereby incorporated by reference.

Executive Compensation

Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2020 annual stockholders ’ meeting and is hereby incorporated by reference in this report.

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the proxy statement for our 2021 annual stockholders' meeting and is hereby incorporated by reference in this Annual Report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

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Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Exhibits and Financial Statement Schedules

(1) Our Consolidated Financial Statements and Notes thereto are included in Item 8 of this Annual Report on Form 10-K.

3 unchanged sentences

(3) Index to Exhibits

Number Description

Restated Certificate of Incorporation of Red Robin Gourmet Burgers, Inc., dated as of May 28, 2015.

9 unchanged sentences

Description of Capital Stock.

Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on February 26, 2020 (File No.

Amendment No.

1 to Rights Agreement, dated as of April 10, 2020, by and between Red Robin Gourmet Burgers, Inc.

and American Stock Transfer & Trust Company, LLC, as rights agent.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2020.

Red Robin Gourmet Burgers, Inc.

11 unchanged sentences

Form of Red Robin Gourmet Burgers, Inc.

Amended and Restated 2007 Performance Incentive Plan Performance-Based Restricted Stock Unit Grant Agreement.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 21, 2010 (File No.

Form of Red Robin Gourmet Burgers, Inc.

Restricted Stock Unit Grant Agreement for Non-Employee Directors.

10 unchanged sentences

Red Robin Gourmet Burgers, Inc.

Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 10.5 to Amendment No.

4 of our Registration Statement on Form S-1 filed on July 17, 2002 (Registration No.

First Amendment to Red Robin Gourmet Burgers, Inc.

Employee Stock Purchase Plan dated August 4, 2009.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 7, 2009 (File No.

Second Amendment to Red Robin Gourmet Burgers, Inc.

Employee Stock Purchase Plan dated December 21, 2009.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 24, 2009 (File No.

Red Robin Gourmet Burgers, Inc.

Amended and Restated Employee Stock Purchase Plan.

Incorporated by reference to Appendix B to our Definitive Proxy Statement filed on April 4, 2017.

Red Robin Gourmet Burgers, Inc.

Deferred Compensation Plan, dated January 1, 2003.

Incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed on March 12, 2004 (File No.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 8, 2020.

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Number Description

Red Robin Gourmet Burgers, Inc.

5 unchanged sentences

3 of our Registration Statement on Form S-1 filed on July 12, 2002 (Registration No.

Form of Change in Control Agreement between Red Robin Gourmet Burgers, Inc.

and certain executive officers dated March 10, 2008.

Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 14, 2008 (File No.

Credit Agreement, dated December 14, 2012.Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 17, 2012 (File No.

Security Agreement, dated December 14, 2012.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 17, 2012 (File No.

Red Robin Gourmet Burgers, Inc.

Cash Incentive Plan, effective as of May 28, 2015.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 29, 2015.

Form of Red Robin Gourmet Burgers, Inc.

Cash Incentive Plan Performance Based Cash Award Agreement.

Incorporated by reference to Exhibit 10.11 to our Annual Report on From 10-K filed on February 19, 2016.

Form of Cash Performance Award Agreement under the Red Robin Gourmet Burgers, Inc.

Cash Incentive Plan.

Incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K filed on February 27, 2018.

Credit Agreement, dated June 30, 2016.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 5, 2016.

First Amendment to Credit Agreement, dated April 13, 2017.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 17, 2017.

Security Agreement, dated June 30, 2016.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 5, 2016.

Employment Agreement by and between Red Robin Gourmet Burgers, Inc.

and Stephen E.

Carley, dated August 11, 2010.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 12, 2010 (File No.

First Amendment to Employment Agreement between Red Robin Gourmet Burgers, Inc.

and Stephen E.

Carley, dated August 8, 2016.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 8, 2016.

Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan.

23 unchanged sentences

Amended & Restated Employment Agreement by and between Red Robin Gourmet Burgers, Inc.

and Carin Stutz, dated August 20, 2018.

Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on August 22, 2018.

Amended & Restated Employment Agreement by and between Red Robin Gourmet Burgers, Inc.

and Michael L.

2 unchanged sentences

Employment Agreement by and between Red Robin Gourmet Burgers, Inc.

and Beverly K.

Carmichael, dated December 7, 2017.

Incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K filed on February 27, 2018.

Employment Agreement by and between Red Robin Gourmet Burgers, Inc.

Schweinfurth, dated December 31, 2018.

Incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K filed on February 27, 2019.

Employment Agreement by and between Red Robin Gourmet Burgers, Inc.

and Paul Murphy, dated September 2, 2019.

Incorporated by reference to Exhibit 10.1 to our Current Report filed with the SEC on September 5, 2019.

Retirement Agreement by and between Red Robin Gourmet Burgers, Inc.

and Denny Marie Post, dated April 3, 2019.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 30, 2019.

Form of Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan Performance Stock Unit Award Agreement.

Incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K filed on February 25, 2020.

Form of Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan Cash Performance Award Agreement.

Incorporated by reference to Exhibit 10.41 to our Annual Report on Form 10-K filed on February 25, 2020.

Form of Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan Restricted Stock Unit Grant Agreement.

Incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K filed on February 25, 2020.

Form of Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan Nonqualified Stock Option Agreement.

Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on February 25, 2020.

Credit Agreement, dated January 10, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 13, 2020.

Tabl e of Contents

Number Description

First Amendment to Credit Agreement and Waiver, dated as of May 29, 2020, by and among Red Robin International, Inc., Red Robin Gourmet Burgers, Inc., the Guarantors, the Lenders party thereto and Wells Fargo, National Association, as administration agent.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 29, 2020.

Security Agreement, dated January 10, 2020.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 13, 2020.

Cooperation Agreement, dated as of March 26, 2020, by and among Red Robin Gourmet Burgers, Inc., Vintage Capital Management, LLC, and Kahn Capital Management, LLC.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 1, 2020.

Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan (as Amended).

Incorporated by reference to Appendix B to our Definitive Proxy Statement filed with the SEC on April 8, 2020.

Form of Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan Performance Stock Unit Award Agreement.

Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed with the SEC on June 10, 2020.

Form of Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan Cash Performance Award Agreement.

Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q filed with the SEC on June 10, 2020.

Distribution Agreement, dated as of June 16, 2020, by and between Red Robin Gourmet Burgers, Inc.

Morgan Securities LLC.

Incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on June 16, 2020.

List of Subsidiaries.

Incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed on February 25, 2010 (File No.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

11 unchanged sentences

* Executive compensation plans and arrangements.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RED ROBIN GOURMET BURGERS, INC.

February 25, 2020

March 3, 2021 By:

/s/ PAUL MURPHY

(Date) Paul Murphy

(Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ PAUL MURPHY

President and Chief Executive Officer (Principal Executive Officer and Director)

February 25, 2020

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 25, 2020

Chairperson of the Board

February 25, 2020

/s/ TOM CONFORTI

February 25, 2020

Signature Title Date

/s/ PAUL MURPHY President, Chief Executive Officer, and Director (Principal Executive Officer) March 3, 2021

SCHWEINFURTH Executive Vice President and Chief Financial Officer (Principal Financial Officer) March 3, 2021

/s/ KRISTI BELHUMEUR Chief Accounting Officer (Principal Accounting Officer) March 3, 2021

Kristi Belhumeur

PACE Chairperson of the Board March 3, 2021

/s/ TOM CONFORTI Director March 3, 2021

/s/ CAMMIE W.

February 25, 2020

DUNAWAY Director March 3, 2021

HART Director March 3, 2021

HOLMES Director March 3, 2021

KAUFMAN Director March 3, 2021

/s/ STEVEN K.

February 25, 2020

/s/ STUART I.

February 25, 2020

/s/ ALLISON PAGE

February 25, 2020

LUMPKIN Director March 3, 2021

/s/ ANTHONY ACKIL Director March 3, 2021

Anthony Ackil

/s/ ALLISON PAGE Director March 3, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures