ruth-8k_20200616.htm
false Ruths Hospitality Group, Inc. 0001324272 0001324272 2020-06-16 2020-06-16

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2020

 

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-51485

72-1060618

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1030 W. Canton Avenue, Ste. 100

Winter Park, FL

 

32789

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 333-7440

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

RUTH

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Stockholders of Ruth’s Hospitality Group, Inc. (the “Company”) held on June 16, 2020, the stockholders of the Company voted on: (i) the election of each of the Company’s eight (8) nominees to serve on the Company’s board of directors until the Company’s next annual meeting of stockholders; (ii) an advisory resolution to approve the compensation of the Company’s named executive officers; and (iii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2020.

 

The results of the voting were as follows:

Election of Directors

Votes For

Votes Against

 

Abstentions

Broker Non-votes

Michael P. O’Donnell

20,051,313

1,392,258

20,393

4,033,892

Robin P. Selati

19,919,356

1,524,523

20,085

4,033,892

Giannella Alvarez

20,268,539

1,169,122

26,303

4,033,892

Mary L. Baglivo

20,161,601

1,276,409

25,954

4,033,892

Carla R. Cooper

19,933,990

1,509,812

20,162

4,033,892

Cheryl J. Henry

20,191,729

1,252,284

19,951

4,033,892

Stephen M. King

20,318,239

1,118,877

26,848

4,033,892

Marie L. Perry

20,315,933

1,121,437

26,594

4,033,892

 

Accordingly, each of the eight (8) nominees received a majority of votes cast and therefore was elected to serve as a director until the Company’s next annual meeting of stockholders.

 

 

Votes For

Votes Against

 

Abstentions

Broker Non-votes

Advisory Resolution to Approve Named Executive Officer Compensation

19,190,227

2,219,449

 

54,288

4,033,892

 

Accordingly, a majority of votes were cast in favor of the advisory resolution to approve the compensation of the Company’s named executive officers and the advisory resolution was approved.

 

Votes For

Votes Against

 

Abstentions

 

Ratification of the Appointment of KPMG LLP

24,616,089

687,803

193,964

 

 

 

Accordingly, a majority of votes were cast in favor of the proposal, and the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2020 was ratified.

 

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit Index

 

Exhibit

NumberDescription

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

RUTH’S HOSPITALITY GROUP, INC.

 

 

 

 

Date:  June 17, 2020

 

By:

/s/ Alice G. Givens

 

 

 

Alice G. Givens

 

 

 

SVP – General Counsel, Chief Compliance Officer and Secretary