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Item 9A. Controls and Procedures

2022-03-10 compared with 2021-03-03 · 32 added, 26 removed, 212 unchanged (21% of the section changed)

6 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

There were no changes in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Management Report on Internal Control Over Financial Reporting

7 unchanged sentences

Based on our assessment and those criteria, management believes that, as of December 26, 2021, the Company's internal control over financial reporting is effective.

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

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an audit 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.

Tabl e of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Red Robin Gourmet Burgers, Inc.:

To the Stockholders and the Board of Directors of Red Robin Gourmet Burgers, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Red Robin Gourmet Burgers, Inc.

and subsidiaries (the Company) 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.

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 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 .

We have audited the internal control over financial reporting of Red Robin Gourmet Burgers, Inc.

and subsidiaries (the “Company”) as of December 26, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 26, 2021, of the Company and our report dated March 10, 2022, expressed an unqualified opinion on those 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 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’s 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.

3 unchanged sentences

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

6 unchanged sentences

Also, 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.

/s/ Deloitte & Touche LLP

Denver, Colorado

March 10, 2022

Tabl e of Contents

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

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 within the company section of our website at www.redrobin.com .

The full text of our code of ethics can be found on the governance page within the ESG section of our website at ir.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.

2 unchanged sentences

Executive Compensation

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.

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the 2022 Proxy Statement 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

Tabl e of Contents

Exhibits, Financial Statement Schedules

49 unchanged sentences

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

Tabl e of Contents

Number Description

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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

17 unchanged sentences

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

Second Amendment to Credit Agreement, dated as of February 25, 2021, by and among Red Robin International, Inc., Red Robin Gourmet Burgers, Inc., the Guarantors, the Lenders party thereto and Wells Fargo Bank, 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 March 3, 2021.

Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan (As Amended).

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 5, 2021.

Third Amendment to Credit Agreement, dated as of November 9, 2021, by and among Red Robin International, Inc., Red Robin Gourmet Burgers, Inc., the Guarantors, the Lenders party thereto and Wells Fargo Bank, 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 November 11, 2021.

Credit Agreement, dated March 4, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.

Security Agreement, dated March 4, 2022.

Incorporated by reference to Exhibit 10.

2 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.

List of Subsidiaries.

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

11 unchanged sentences

* Executive compensation plans and arrangements.

Tabl e of Contents

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.

7 unchanged sentences

/s/ PAUL MURPHY President, Chief Executive Officer, and Director (Principal Executive Officer) March 10, 2022

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

SCHWEINFURTH Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) March 10, 2022

PACE Chairperson of the Board March 10, 2022

4 unchanged sentences

HOLMES Director March 10, 2022

KAUFMAN Director March 3, 2021

/s/ ANDDRIA VARNADO Director March 10, 2022

Anddria Varnado

/s/ STEVEN K.

4 unchanged sentences

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