Red Robin Gourmet Burgers (RRGB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with voting on five key proposals, including director elections, executive compensation, charter amendments, and auditor ratification.

• Board recommends voting FOR all proposals and nominees.

• Company continues to execute its North Star five-point strategic plan, focusing on operational transformation, guest experience, cost optimization, guest engagement, and financial performance.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors for one-year terms.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Amendment to the certificate of incorporation for officer exculpation as permitted by Delaware law.

• Proposal 4: Amendments to eliminate supermajority vote requirements and make administrative changes.

• Proposal 5: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025.

Board of directors and corporate governance

• Board is 88.9% independent, with diverse backgrounds and skills; all committees are fully independent.

• Board leadership structure separates CEO and Chair roles; annual board and committee evaluations inform succession and effectiveness.

• Proxy access and special meeting rights available to shareholders; recent board refreshment includes two new directors via a Cooperation Agreement.

• Board and management maintain robust shareholder engagement, including with holders of over 50% of shares.