ruth-8k_20210525.htm
false Ruths Hospitality Group, Inc. 0001324272 0001324272 2021-05-25 2021-05-25

 

 

 

 

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): May 25, 2021

 

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 May 25, 2021, 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 2021.

 

The results of the voting were as follows:

 

Election of Directors

Votes For

Votes Against

 

Abstentions

Broker

Non-votes

Giannella Alvarez

26,577,083

343,012

18,135

4,059,263

Mary L. Baglivo

25,344,475

1,574,925

18,830

4,059,263

Carla R. Cooper

25,039,591

1,880,310

18,329

4,059,263

Cheryl J. Henry

26,308,726

611,745

17,759

4,059,263

Stephen M. King

25,863,111

1,055,679

19,440

4,059,263

Michael P. O’Donnell

26,345,512

570,687

22,031

4,059,263

Marie L. Perry

26,039,323

880,472

18,435

4,059,263

Robin P. Selati

24,993,765

1,925,630

18,835

4,059,263

 

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

24,930,399

1,938,066

 

69,765

4,059,263

  

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

29,882,339

1,103,217

 

11,937

 

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 2021 was ratified.

 

Item 7.01. Regulation FD Disclosure.

 

Following the Company’s Annual Meeting of Stockholders, Cheryl J. Henry, the Company’s President and CEO, assumed the role of Chairperson of the Board of Directors.  As previously disclosed in the Company’s March 5, 2021 press release, the Board of Directors’ election of Ms. Henry as Chairperson became effective upon her re-election to the Company’s Board of Directors. Michael P. O’Donnell, who previously served as Chairman of the Board, will continue to serve as a director.


 

 

 


 

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.

 

 

 

 

 

 

 

 

Date:  May 28, 2021

 

By:

/s/ Marcy Norwood Lynch

 

 

 

Marcy Norwood Lynch

 

 

 

Senior Vice President, General Counsel and        Corporate Secretary