Red Robin Gourmet Burgers 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2009
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (303) 846-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 11, 2009, the Board of Directors of Red Robin Gourmet Burgers, Inc. (the Company) approved Amendment No. 1 to Second Amended and Restated Bylaws of the Company (the Amendment), which amends certain provisions of the Second Amended and Restated Bylaws of the Company dated December 7, 2007 (the Bylaws). Article I, Section 1, Subsection (C), clause (c) of the Bylaws was amended to require that the advance notice provided by stockholders of proposed business and nominations include disclosure of any agreements, arrangements or understanding that the stockholder or beneficial owner has entered into as of the date of such notice, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the Company.
The Amendment became effective upon its approval by the Board of Directors. The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment and the Bylaws. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
ITEM 9.01 Financial Statements And Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.