RED ROBIN GOURMET BURGERS INC : Change in Directors or Principal Officers, Other Events (form 8-K)
March 25, 2021 at 06:55 pm EDT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On March 24, 2021, Red Robin Gourmet Burgers, Inc. (the "Company") increased the
size of the Board to eleven members and appointed Anddria Varnado to fill the
resulting vacancy. Ms. Varnado was elected effective immediately and will serve
as a director until the 2021 Annual Meeting of Stockholders or until her
respective successor has been duly elected and qualified, or until the earlier
of her respective death, resignation, or removal. Committee assignments for Ms.
Varnado will be made at a later date.
Anddria Varnado currently serves as the GM and Head of the Consumer Business for
Kohler Company, a global leader in home products, hospitality destinations, and
systems. She has served in this role since January 2021. Prior to her role at
Kohler, Ms. Varnado served as the Vice President and Head of Strategy and
Business Development for Macy's from 2019 to December 2020. From 2016 to 2019,
Ms. Varnado served as Vice President and Head of Strategy and Business
Development at Williams-Sonoma. Ms. Varnado began her career as a corporate
banking analyst with Citigroup.
Ms. Varnado, 36, will receive compensation in accordance with the Company's
standard non-employee director compensation policies, which are described in the
Company's Definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting
of Stockholders filed with the SEC on April 8, 2020; provided that, instead of
receiving her pro-rated RSU grant for the remainder of this term immediately,
the Company will instead add that amount to her regular cycle grant in May. As
of the date of this appointment, there are no transactions between the Company
and Ms. Varnado that would be reportable under Item 404(a) of Regulation S-K.
Ms. Varnado was not selected pursuant to any arrangement or understanding
between herself and any other person.
In addition, on March 23, 2021, Director Glenn Kaufman notified the Company that
he will step down from the Board and conclude his service effective as of
December 31, 2021, after providing continuity through a transitional period.
Thereafter, the Company expects that the Board size will be reduced to ten
members.
Item 8.01 Other Events.
The Company issued a press release announcing that it has appointed Anddria
Varnado as a new independent director, effective immediately. A copy of the
press release is attached as Exhibit 99.1 to this report and incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report.
Exhibit No. Description
99.1 Red Robin Gourmet Burgers, Inc. Press Release dated March 25, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Red Robin Gourmet Burgers, Inc., together with its subsidiaries, primarily operates, franchises, and develops casual dining restaurants in North America. The Company's menu features its signature product, a line of Gourmet Burgers with layers of fresh ingredients and fresh ground beef. It also offers burgers made with other proteins including chicken breasts (grilled or fried), turkey patties, as well as a proprietary vegetarian patty and the Impossible plant-based burger patty. The Company offer a selection of buns, including gluten free, sesame, brioche, and lettuce wraps, with a variety of toppings, including house-made sauces, crispy onion straws, sauteed mushrooms, several cheese choices, and a fried egg. It serves an array of other mainstream items, such as Donatos pizza, wings, salads, other entrees, and desserts. The Companyâs beverage categories include alcoholic and non-alcoholic specialty drinks, cocktails, wine, and a variety of national and craft beers.
RED ROBIN GOURMET BURGERS, INC. 
