This excerpt taken from the RRGB DEFA14A filed May 15, 2008.
Election of Pattye L. Moore
We would also like to bring your attention to the fact that ISS recommended withholding votes from Pattye L. Moore because ISS considers her to be an affiliated outsider, notwithstanding that Ms. Moore is independent under the standards of the SEC and NASDAQ. ISS considers her to be affiliated because, prior to Ms. Moore joining our Board, she was a consultant providing marketing advice to us (for which she received compensation of $47,304 in 2007). Ms. Moore was instrumental in launching our national media strategy, which has proven beneficial to our results. Ms. Moore no longer serves as a consultant, but rather, she advises the Company in connection with her role as a director. She is not compensated in any way except for director compensation. As an independent director under SEC and NASDAQ rules, she is eligible to serve on the compensation committee. We would also like to point out that ISS recommended withholding votes from Ms. Moore based on the fact that she is a member of the compensation committee combined with ISS pay for performance evaluation. ISS policy is to automatically recommend withholding votes from all director nominees standing for election that are members of the compensation committee regardless of whether or not they participated in creation and approval of the non-conforming compensation package. Ms. Moore joined the compensation committee in October 2007, well after Mr. Mullens compensation was determined; however, ISS offers no consideration for this fact.
Your board selected Pattye L. Moore to serve as director due to her extensive experience in the restaurant industry, including as a former director and president of Sonic Restaurants, Inc. We believe Ms. Moore is a valuable addition to the Board and its committees. We believe ISS analysis of Mr. Mullens compensation is flawed and its recommendation regarding Ms. Moore is misdirected. The Board of Directors recommends that you vote in favor of Ms. Moores re-election.
Thank you for permitting us to address these important issues with you.