RUTH » Topics » AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

This excerpt taken from the RUTH DEF 14A filed Apr 7, 2008.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

The Company’s Amended and Restated Certificate of Incorporation is hereby amended as follows (capitalized terms used herein and not defined herein shall have the respective meaning ascribed to such terms in the Amended and Restated Certificate of Incorporation):

1. Article One of the Amended and Restated Certificate of Incorporation shall be deleted in its entirety and replaced with the following:

The name of the Corporation is Ruth’s Hospitality Group, Inc. (the “Corporation”).

2. Except as aforesaid, the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

 

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RUTH’S CHRIS STEAK HOUSE, INC.

500 INTERNATIONAL PKWY.

SUITE 100

HEATHROW, FL 32746

  

ANNUAL MEETING OF STOCKHOLDERS OF

RUTH’S CHRIS STEAK HOUSE, INC.

MAY 22, 2008

  

VOTE BY INTERNET – www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER

COMMUNICATIONS

If you would like to reduce the costs incurred by Ruth’s Chris Steak House, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

 

VOTE BY PHONE – 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

 

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Ruth’s Chris Steak House, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

RUTH’S CHRIS STEAK HOUSE, INC.
Vote on Directors    For

All

   Withhold

All

   For All

Except

   To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
1. Election of directors nominated by the board of directors to serve until the 2009 annual meeting of stockholders and until their successors have been elected and qualified:   

 

¨

  

 

¨

  

 

¨

  

NOMINEES:

01) Craig S. Miller

02) Robin P. Selati

03) Carla R. Cooper

04) Bannus B. Hudson

05) Alan Vituli

           

 

Vote on Proposals    For    Against    Abstain
2. Amendment to the Company’s 2005 Long-Term Equity Incentive Plan to increase the number of shares available for award by 1,500,000 shares;    ¨    ¨    ¨
3. Amendment to the Company’s amended and restated Certificate of Incorporation in order to change the name of the Company to “Ruth’s Hospitality Group, Inc.”; and    ¨    ¨    ¨
4. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2008.    ¨    ¨    ¨
For address changes and/or comments, please check this box and write them on the back where indicated.    ¨    Note: Please sign exactly as your name or names appear on this Proxy. When  shares are held jointly, each holder should sign. When signing as executor,  administrator, attorney, trustee or guardian, please give full title as such. If the  signer is a corporation, please sign full corporate name by duly authorized  officer, giving full title as such. If signer is a partnership, please sign in  partnership name by authorized person.

 

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

     

 

  

 

     

 

  

 

Signature    Date       Signature (Joint Owners)    Date


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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10-K Wrap are available at www.proxyvote.com.

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