Red Robin Gourmet Burgers (RRGB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with ten director nominees up for election for one-year terms, including two new independent directors added in 2024 under a Cooperation Agreement with JCP and Jumana Capital.

• Key proposals include advisory approval of executive compensation, amendments to the certificate of incorporation for officer exculpation and elimination of supermajority vote requirements, and ratification of Deloitte & Touche LLP as auditor.

• The North Star five-point strategic plan continues to guide operations, focusing on operational transformation, guest experience, cost reduction, guest engagement, and financial performance.

Voting matters and shareholder proposals

• Proposals: (1) election of directors, (2) advisory vote on executive compensation, (3) amendment for officer exculpation, (4) elimination of supermajority vote requirements, (5) ratification of Deloitte as auditor.

• Board recommends voting FOR all proposals.

• Amendments to the charter aim to align with Delaware law and best governance practices.

Board of directors and corporate governance

• Board is 90% independent, with diverse backgrounds and skills; all committees are fully independent.

• Board leadership is separated between the chair and CEO roles.

• Annual board and committee evaluations inform succession planning and effectiveness.

• Proxy access and special meeting rights are available to shareholders.