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 24, 2022, 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 2022.

The results of the voting were as follows:

Election of Directors Votes For Votes Against Abstentions Broker Non-votes


  Giannella Alvarez   28,468,980    139,847       3,251       3,051,429
   Mary L. Baglivo    28,437,595    170,886       3,597       3,051,429
   Carla R. Cooper    28,063,333    545,448       3,297       3,051,429
   Cheryl J. Henry    28,087,682    520,304       4,092       3,051,429

Stephen M. King 28,474,571 133,489 4,017 3,051,429 Michael P. O'Donnell 28,269,987 338,297 3,793 3,051,429


   Marie L. Perry     28,361,158    247,334       3,586       3,051,429
   Robin P. Selati    28,025,672    582,531       3,875       3,051,429

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  Abstentions  Broker
                                             Votes For          Against             Non-votes
   Advisory Resolution to Approve
Named Executive Officer Compensation         27,645,257         945,598   21,223    3,051,429

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 31,341,148 313,416 8,942

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 2022 was ratified.

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