Red Robin Gourmet Burgers (RRGB) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, with voting on four key proposals, including director elections, executive compensation, an amendment to the Employee Stock Purchase Plan (ESPP), and auditor ratification.

• The board recommends voting FOR all director nominees and FOR all proposals.

• The First Choice strategic plan, launched in 2025, focuses on operational efficiency, guest engagement, expense management, restaurant investment, and talent development.

Voting matters and shareholder proposals

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

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

• Proposal 3: Amendment to the ESPP to increase authorized shares by 250,000.

• Proposal 4: Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• All proposals require a majority of votes cast for approval.

Board of directors and corporate governance

• Board will reduce to seven members post-meeting, with 86% independence and 29% gender diversity.

• Board committees (Audit, Compensation, Finance, Nominating & Governance) are fully independent.

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

• Stockholders have proxy access and the right to call special meetings.

• Recent cooperation agreement with JCP and Jumana provides board representation and equity investment.