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:



                                                            Broker

Election of Directors Votes For Votes Against Abstentions 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.

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