Item 1.01. Entry into a Material Definitive Agreement On April 10, 2020, Red Robin Gourmet Burgers, Inc. (the "Company") entered into Amendment No. 1 (the "Amendment") to the Rights Agreement (the "Rights Agreement"), dated as of June 4, 2019, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. Capitalized terms used herein but not otherwise defined shall be ascribed the meanings given to such terms in the Rights Agreement.

The Amendment accelerates the expiration of the Rights from close of business on June 2, 2020 to close of business on April 13, 2020, and has the effect of terminating the Rights Agreement on that date. At such time, all of the Rights distributed to the holders of the Company's common stock pursuant to the Rights Agreement will expire.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01. Other Events On April 8, 2020, the Company disclosed in its proxy statement filed on Schedule 14A that as of March 30, 2020, of the 1,290,182 shares authorized under the Company's current 2017 Performance Incentive Plan, there were approximately 769,155 shares remaining available for issuance.

As of April 13, 2020, as a result of equity grants made pursuant to the Company's 2017 Performance Incentive Plan, of the 1,290,182 shares authorized under the Plan, there were approximately 273,242 shares remaining available for issuance.

The following provides information regarding our shares remaining available for issuance and shares subject to outstanding awards under all existing equity compensation plans as of April 13, 2020:



Total number of stock options outstanding1                             487,485
Weighted-average exercise price of stock options outstanding           $36.26
Weighted-average remaining term of stock options outstanding           7.52 years
Total number of full value awards outstanding2                         967,549

Shares remaining available for issuance under the 2017 Performance Incentive Plan3

                                                        273,242

1 No stock appreciation rights were outstanding as of April 13, 2020. 2 Includes 645,670 shares underlying outstanding unvested performance share units (PSUs), and 321,879 shares underlying outstanding unvested restricted stock unit awards. The number of outstanding unvested PSUs assumes payout at maximum performance. 3 Assumes PSU awards are paid at maximum performance and excludes shares available for grant under the Company's Employee Stock Purchase Plan (ESPP).

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Item 9.01.     Financial Statements and Exhibits
(d) Exhibits

Exhibit No. Description



4.1           Amendment No. 1 to Rights Agreement, dated as of April 10,
            2020, by and between Red Robin Gourmet Burgers, Inc. and
            American Stock Transfer & Trust Company, LLC, as rights
            agent.

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