What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-28 · 47 added, 44 removed, 200 unchanged (31% of the section changed)

48 unchanged sentences

Other Information

Securities Trading Plans of Directors and Executive Officers

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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 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.

The full text of our codes of ethics can be found on the governance page of our website at ir.redrobin.com .

In the event we make any amendment to, or grant any waiver from, a provision of our codes of ethics that requires disclosure under applicable SEC rules, we will disclose such amendment or waiver and the reasons therefor on our website.

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 2024 annual stockholders' meeting and is incorporated by reference in this Annual Report on Form 10-K.

18 unchanged sentences

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 29, 2015.

Fourth Amended and Restated Bylaws dated May 24, 2012.

Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10- Q filed on August 10, 2012 (File No.

Amendment No.

1 dated February 13, 2013 to Fourth Amended and Restated Bylaws dated May 24, 2012.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 19, 2013 (File No.

Red Robin Gourmet Burgers, Inc.

Fifth Amended and Restated Bylaws, as amended March 20, 2023.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 23, 2023.

Red Robin Gourmet Burgers, Inc.

Fifth Amended and Restated Bylaws, marked to show amendments effective as of March 20, 2023.

Incorporated by reference to Exhibit 3.21 to our Current Report on Form 8-K filed on March 23, 2023.

Specimen stock certificate.

Incorporated by reference to Exhibit 4.1 to Amendment No.

1 of our Registration Statement on Form S-1 filed on June 10, 2002 (Registration No.

1 of our Registration Statement on Form S-1 filed on June 10, 2002 .

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.

Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on February 26, 2020 .

Amendment No.

4 unchanged sentences

Second Amended and Restated 2007 Performance Incentive Plan.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 21, 2011 (File No.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 21, 2011 .

Form of Red Robin Gourmet Burgers, Inc.

Second Amended and Restated 2007 Performance Incentive Plan Nonqualified Stock Option Agreement.

Incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K filed on February 23, 2012 (File No.

Incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K filed on February 23, 2012 .

Form of Red Robin Gourmet Burgers, Inc.

2007 Performance Incentive Plan Restricted Stock Grant Agreement.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 22, 2009 (File No.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 22, 2009 .

Form of Red Robin Gourmet Burgers, Inc.

2007 Performance Incentive Plan Restricted Stock Unit Grant Agreement.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 22, 2009 (File No.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 22, 2009 .

Form of Red Robin Gourmet Burgers, Inc.

Restricted Stock Unit Grant Agreement for Non-Employee Directors .

Incorporated by re ference to Exhibit 10.5 to our Annual Report on Form 10-K filed on February 28, 2023 .

Form of Red Robin Gourmet Burgers, Inc.

Amended and Restated 2007 Performance Incentive Plan Outside Director Stock Option Agreement.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 21, 2010 (File No.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 21, 2010 .

Form of Red Robin Gourmet Burgers, Inc.

5 unchanged sentences

Red Robin Gourmet Burgers, Inc.

Amended and Restated Employee Stock Purchase Plan.

Amended and Restated Employee Stock Purchase Plan as amended .

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 3, 2023 .

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.

Number Description

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 27, 2018.

Red Robin Gourmet Burgers, Inc.

Executive Change in Control Severance Plan.

Incorporated by reference to Exhibit 10.1 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 Jonathan A.

Muhtar, dated August 20, 2018.

Incorporated by reference to Exhibit 10.4 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.

Kaplan, dated August 20, 2018.

Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on August 22, 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.

Form of Red Robin Gourmet Burgers, Inc.

21 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.

Number Description

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

4 unchanged sentences

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

Credit Agreement, dated March 4, 2022.

Credit Agreement, dated March 4, 2022 , by and among Red Robin Gourmet Burgers, Inc.

and Fortress Credit Corp., and the lenders party thereto.

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.

Security Agreement, dated March 4, 2022 , by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., Fortress Credit Corp., and the lenders party thereto .

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on March 10, 2022.

Amendment No.

1, dated July 17, 2023, by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., Fortress Credit Corp., and the lenders party thereto, to 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 July 19, 2023.

Offer Letter by and between Red Robin Gourmet Burgers, Inc.

10 unchanged sentences

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on November 17, 2022.

Number Description

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

and Jonathan Muhtar, dated November 22, 2022.

Incorporated by reference to Exhibit 10.

1 to our Current Report on Form 8-K filed with the SEC on November 25, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 25, 2022.

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

and Michael Buchmeier, dated December 18, 2022.

Incorporated by reference to Exhibit 10.

1 to our Current Report on Form 8-K filed with the SEC on December 21, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 21, 2022.

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

and Sarah Mussetter, dated October 28, 2022 .

Incorporate d by reference to Exhibit 10.39 to our Annual Report on Form 10-K filed with the SEC on February 28, 2023.

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

and Jyoti Lynch, dated April 3, 2023.

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

and Kevin Mayer, dated April 20, 2023.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 24, 2023.

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

Wayne Davis, dated June 8, 2023.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K/A filed with the SEC on June 9, 2023.

Red Robin Gourmet Burgers, Inc.

Executive Severance Plan.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K filed on August 29, 2023.

List of Subsidiaries.

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

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

1 unchanged sentence

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

Red Robin Gourmet Burgers, Inc.

Clawback Policy.

101 The following financial information from the Annual Report on Form 10-K of Red Robin Gourmet Burgers, Inc.

15 unchanged sentences

HART President, Chief Executive Officer, and Director (Principal Executive Officer) February 28, 2024

/s/ TODD WILSON Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 28, 2023

/s/ CHERI KINDER Vice President and Chief Accounting Officer (Principal Accounting Officer) February 28, 2023

/s/ TODD WILSON Chief Financial Officer (Principal Financial Officer) February 28, 2024

/s/ ROBYN ARNELL BRENDEN Chief Accounting Officer (Principal Accounting Officer) February 28, 2024

Robyn Arnell Brenden

PACE Chairperson of the Board February 28, 2024

2 unchanged sentences

DUNAWAY Director February 28, 2024

HOLMES Director February 28, 2023

/s/ NICOLE M.

REGAN Director February 28, 2024

/s/ ANDDRIA VARNADO Director February 28, 2024

6 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