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 23, 2023, 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 vote to approve the compensation of the Company's
named executive officers; (iii) an advisory vote on the frequency of future
advisory votes to approve the compensation of the Company's named executive
officers; and (iv) the ratification of the appointment of KPMG LLP as the
Company's independent registered public accounting firm for fiscal 2023.

The results of the voting were as follows:




                                                                                 Broker
Election of Directors    Votes For        Votes Against       Abstentions       Non-votes
  Giannella Alvarez       26,058,640          228,137             7,219          2,785,619
   Mary L. Baglivo        26,023,427          263,185             7,384          2,785,619
   Carla R. Cooper        24,439,204          1,848,67            6,117          2,785,619
   Cheryl J. Henry        25,793,351          493,690             6,955          2,785,619
   Stephen M. King        26,153,148          133,467             7,381          2,785,619
Michael P. O'Donnell      25,937,500          348,227             8,269          2,785,619
   Marie L. Perry         26,153,357          133,553             7,086          2,785,619
   Robin P. Selati        25,430,114          855,719             8,163          2,785,619



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.

                                                                                                 Broker
                                         Votes For        Votes Against       Abstentions       Non-votes
      Advisory Vote to Approve
Named Executive Officer Compensation      25,459,252             811,759

22,985 2,785,619





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.


Advisory Vote to Approve the Frequency of Future
Advisory Votes to Approve Named Executive Officer                          Broker
                  Compensation                        Votes For          Non-votes
                    One Year                           25,077,105         2,785,619
                    Two Years                            71,292
                   Three Years                         1,137,363
                Withhold/Abstain                         8,236

Accordingly, a majority of votes were cast in favor of an annual advisory resolution to approve the compensation of the Company's named executive officers.



                                         Votes For         Votes Against

Abstentions

Ratification of the Appointment of


              KPMG LLP                     28,699,387             352,972              27,257

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 2023 was ratified.

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