Red Robin Gourmet Burgers today provided an update to shareholders in an open letter from Pattye L. Moore, Board Chair, and Stephen E. Carley, Chief Executive Officer.
Dear Fellow Shareholders,
We wanted to provide an update ahead of our earnings call on February 17, 2011 on a number of important planned changes to our corporate governance.
Consistent with our focus on maximizing long-term value for our shareholders, we initiated several corporate governance changes last year, among them the adoption of a shareholder rights plan. These changes were designed to allow the Board and our new CEO the time to comprehensively identify and evaluate a strategic direction for the business against a challenging consumer environment. Given the progress the Company is making, and after feedback from our shareholders, we believe it is appropriate to announce the following changes:
– that we will promptly amend the Company’s existing shareholder rights plan so that 1) the rights plan will not prevent the consummation of an offer for all of the shares of the company that is supported by a majority of the unaffiliated shareholders, 2) the threshold for purposes of the Acquiring Person definition in the rights plan will be increased from 15% to 16.5% and 3) the plan will expire at the next annual meeting of shareholders unless a majority of shareholders approve its extension, and
– a commitment by the Board to put a proposal in front of the shareholders at our May 2011 annual meeting seeking their input with regard to declassifying our Board of Directors; and if supported by a majority of the shareholders, a commitment to propose, at the following annual meeting, a charter amendment declassifying our board.
These governance changes reflect the Board’s continuing commitment to maximize shareholder value and remain accountable to the Company’s shareholders. Red Robin’s Board and management look forward to sharing details on its Project RED initiatives for growing our company in 2011 and beyond on our upcoming earnings call.
| Sincerely, | ||
| /s/ Pattye L. Moore | /s/ Stephen E. Carley | |
| Pattye L. Moore | Stephen E. Carley | |
| Board Chair | Chief Executive Officer |
Red Robin Gourmet Burgers, Inc., a casual dining restaurant chain founded in 1969 that operates through its wholly-owned subsidiary, Red Robin International, Inc., serves up wholesome, fun, feel-good experiences in a family-friendly environment. Red Robin® restaurants are famous for serving more than two dozen insanely delicious, high-quality gourmet burgers in a variety of recipes with Bottomless Steak Fries®, as well as salads, soups, appetizers, entrees, desserts, and signature Mad Mixology® Beverages. There are more than 450 Red Robin® restaurants located across the United States and Canada, including company-owned locations and those operating under franchise agreements.