27 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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.
+Added: 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 25, 2022, of the Company and our report dated February 28, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Denver, Colorado
−Removed: March 10, 2022
+Added: February 28, 2023
Other Information
52 unchanged sentences
Restricted Stock Unit Grant Agreement for Non-Employee Directors .
−Removed: Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form10-Q filed on August 13, 2010 (File No.
Form of Red Robin Gourmet Burgers, Inc.
33 unchanged sentences
Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 22, 2018.
−Removed: Second Amended & Restated Employment Agreement by and between Red Robin Gourmet Burgers, Inc.
−Removed: and Denny Marie Post, dated August 20, 2018.
−Removed: Incorporated by reference to Exhibit 10.2 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.
−Removed: Constant, dated August 20,2018.
−Removed: Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 22, 2018.
−Removed: Amended & Restated Employment Agreement by and between Red Robin Gourmet Burgers, Inc.
and Jonathan A.
11 unchanged sentences
Incorporated by reference to Exhibit 10.1 to our Current Report filed with the SEC on September 5, 2019.
−Removed: Retirement Agreement by and between Red Robin Gourmet Burgers, Inc.
−Removed: and Denny Marie Post, dated April 3, 2019.
−Removed: 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.
10 unchanged sentences
Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on February 25, 2020.
−Removed: Credit Agreement, dated January 10, 2020.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 13, 2020.
−Removed: Number Description
−Removed: 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.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 29, 2020.
−Removed: Security Agreement, dated January 10, 2020.
−Removed: 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.
9 unchanged sentences
Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q filed with the SEC on June 10, 2020.
+Added: Number Description
Distribution Agreement, dated as of June 16, 2020, by and between Red Robin Gourmet Burgers, Inc.
1 unchanged sentence
Incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on June 16, 2020.
−Removed: 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.
−Removed: 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.
1 unchanged sentence
Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 5, 2021.
−Removed: 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.
−Removed: 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.
1 unchanged sentence
Security Agreement, dated March 4, 2022.
+Added: Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.
+Added: Offer Letter by and between Red Robin Gourmet Burgers, Inc.
+Added: Hart, dated July 13, 2022.
+Added: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 14, 2022.
+Added: Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.
+Added: and Todd Wilson, dated November 3, 2022.
+Added: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 3, 2022.
+Added: Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.
+Added: and Darla Morse, dated November 11, 2022.
+Added: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 17, 2022.
+Added: Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.
+Added: and Lynn Schweinfurth, dated November 14, 2022.
+Added: Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on November 17, 2022.
+Added: Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.
+Added: and Jonathan Muhtar, dated November 22, 2022.
Incorporated by reference to Exhibit 10.
−Removed: 2 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.
+Added: 1 to our Current Report on Form 8-K filed with the SEC on November 25, 2022.
+Added: Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.
+Added: and Michael Buchmeier, dated December 18, 2022.
+Added: Incorporated by reference to Exhibit 10.
+Added: 1 to our Current Report on Form 8-K filed with the SEC on December 21, 2022.
+Added: Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.
+Added: and Sarah Mussetter, dated October 28, 2022.
List of Subsidiaries.
13 unchanged sentences
* Executive compensation plans and arrangements.
+Added: Form 10-K Summary
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.
−Removed: March 10, 2022 By:
−Removed: /s/ PAUL MURPHY
−Removed: (Date) Paul Murphy
+Added: February 28, 2023 By:
(Chief Executive Officer)
1 unchanged sentence
Signature Title Date
−Removed: /s/ PAUL MURPHY President, Chief Executive Officer, and Director (Principal Executive Officer) March 10, 2022
−Removed: SCHWEINFURTH Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) March 10, 2022
−Removed: PACE Chairperson of the Board March 10, 2022
−Removed: /s/ TOM CONFORTI Director March 10, 2022
+Added: HART President, Chief Executive Officer, and Director (Principal Executive Officer) February 28, 2023
+Added: /s/ TODD WILSON Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 28, 2023
+Added: /s/ CHERI KINDER Vice President and Chief Accounting Officer (Principal Accounting Officer) February 28, 2023
+Added: PACE Chairperson of the Board February 28, 2023
+Added: /s/ TOM CONFORTI Director February 28, 2023
/s/ CAMMIE W.
−Removed: DUNAWAY Director March 10, 2022
−Removed: HART Director March 10, 2022
−Removed: HOLMES Director March 10, 2022
−Removed: /s/ ANDDRIA VARNADO Director March 10, 2022
+Added: DUNAWAY Director February 28, 2023
+Added: HOLMES Director February 28, 2023
+Added: /s/ ANDDRIA VARNADO Director February 28, 2023
Anddria Varnado
/s/ STEVEN K.
−Removed: LUMPKIN Director March 10, 2022
−Removed: /s/ ANTHONY ACKIL Director March 10, 2022
+Added: LUMPKIN Director February 28, 2023
+Added: /s/ ANTHONY ACKIL Director February 28, 2023
Anthony Ackil
−Removed: /s/ ALLISON PAGE Director March 10, 2022
+Added: /s/ ALLISON PAGE Director February 28, 2023
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.