ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)  On May 21, 2020, the stockholders of Red Robin Gourmet Burgers, Inc. (the
"Company") approved an amendment to the Company's 2017 Performance Incentive
Plan (the "2017 Plan") at the Company's annual stockholders meeting. The
amendment increases the number of shares of common stock of the Company
authorized for issuance under the 2017 Plan by 275,000 shares. The material
terms of the 2017 Plan, as amended, are summarized in the Company's definitive
proxy statement, dated April 8, 2020, under the heading "Proposal 4 - Approval
of Amendment to the 2017 Performance Incentive Plan." Such summary and the
description above do not purport to be complete and are qualified in their
entirety by reference to the text of the 2017 Plan, as amended, which is filed
as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual stockholders meeting on May 21, 2020. Of the
12,882,682 shares of common stock issued and outstanding as of the record date,
11,744,099 shares of common stock (approximately 91.16%) were present or
represented by proxy at the annual meeting. The Company's stockholders elected
all of the directors nominated by the Company's board of directors; approved, on
an advisory basis, the compensation of the Company's named executive officers;
approved an amendment to the Company's Amended and Restated Employee Stock
Purchase Plan; approved an amendment to the Company's 2017 Performance Incentive
Plan; and ratified the appointment of KPMG LLP as the Company's independent
registered public accounting firm for the 2020 fiscal year. The vote results for
the matters submitted to stockholders are as follows:

1.Election of directors:



Name                           FOR                    AGAINST                ABSTAIN                BROKER NON-VOTES             % OF VOTES CAST
Anthony S. Ackil               9,798,904              231,147                9,784                  1,704,264                    97.70%
Thomas G. Conforti             9,758,709              271,087                10,039                 1,704,264                    97.30%
Cambria W. Dunaway             9,435,007              595,503                9,325                  1,704,264                    94.06%
G.J. Hart                      9,775,217              254,261                10,357                 1,704,264                    97.46%
Kalen F. Holmes                9,368,071              662,183                9,581                  1,704,264                    93.40%
Glenn B. Kaufman               9,411,768              618,482                9,585                  1,704,264                    93.83%
Steven K. Lumpkin              9,448,125              581,861                9,849                  1,704,264                    94.20%
Paul J.B. Murphy III           9,747,497              284,558                7,780                  1,704,264                    97.16%
David A. Pace                  9,776,432              255,328                8,075                  1,704,264                    97.45%
Allison Page                   9,778,630              253,822                7,383                  1,704,264                    97.47%




2.Approval, on an advisory basis, of the compensation of the Company's named
executive officers:

FOR            AGAINST        ABSTAIN        BROKER NON-VOTES        % OF VOTES CAST
9,690,913      310,578        38,344         1,704,264               96.89%



3.Approval of an amendment to the Company's Amended and Restated Employee Stock
Purchase Plan:

FOR            AGAINST        ABSTAIN        BROKER NON-VOTES        % OF VOTES CAST
9,978,511      43,953         17,371         1,704,264               99.56%






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4. Approval of an amendment to the Company's 2017 Performance Incentive Plan:

FOR            AGAINST        ABSTAIN        BROKER NON-VOTES        % OF VOTES CAST
8,774,526      1,229,965      35,344         1,704,264               87.71%



5.Ratification of the appointment of KPMG LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 27, 2020:

FOR               AGAINST        ABSTAIN        BROKER NON-VOTES        % OF VOTES CAST
11,644,175        48,713         51,211         0                       99.58%






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ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits


    Exhibit No.                                          Description
  10.1                      Red Robin Gourmet Burgers, Inc. 2017

Performance Incentive Plan (as


                          Amended). Incorporated by reference to Appendix B to our Definitive Proxy
                          Statement filed on April 8, 2020.

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