ruth20160526_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 26, 2016

 

 

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 000-51485

 

Delaware

72-1060618

(State or other jurisdiction of

(IRS Employer

incorporation)

Identification No.)

 

1030 W. Canton Avenue, Ste. 100

Winter Park, FL 32789

(Address of principal executive offices, including zip code)

 

(407) 333-7440

(Registrant’s telephone number, including area code)

                                    

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

  

 
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Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 26, 2016, Ruth’s Hospitality Group, Inc. (the “Company”) filed a certificate of amendment (a “Certificate of Amendment”) to its amended and restated certificate of incorporation in order to eliminate restrictions on removal of directors. The Certificate of Amendment was effective upon its filing with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Stockholders of the Company held on May 26, 2016, the stockholders of the Company (i) elected each of the Company’s seven nominees to serve on the Company’s board of directors until the next annual meeting, (ii) approved the amendment to the Amended and Restated Certificate of Incorporation of the Company to eliminate restrictions on removal of directors and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

 

The results of the voting were as follows:

 

Election of Directors

  

Votes For

    

Votes Withheld

    

Broker Non-Votes

  

Michael P. O’Donnell

     26,961,864       279,538       3,822,856  

Robin P. Selati

     19,504,596       7,736,945       3,822,856  

Giannella Alvarez

     27,184,097       51,643       3,822,856  

Carla R. Cooper

     19,718,232       7,523,314       3,822,856  

Bannus B. Hudson

     19,659,476       7,581,556       3,822,856  

Robert S. Merritt

     27,188,420       53,122       3,822,856  

Alan Vituli

     27,119,579       121,964       3,822,856  

 

Accordingly, each of the seven nominees received a majority of votes cast and therefore was elected to serve as a director.

 

   

Votes For

    

Votes Against

    

Abstentions

  

Amendment to the Amended and Restated Certificate of Incorporation to Eliminate Restrictions on Removal of Directors

     30,795,139       147,225       127,579  

 

Accordingly, greater than 66 2/3% of votes were cast in favor of the proposal and the amendment to the Amended and Restated Certificate of Incorporation of the Company to eliminate restrictions on removal of directors was approved.

 

   

Votes For

    

Votes Against

    

Abstentions

  

Ratification of Independent Registered Public Accounting Firm

     30,713,571       349,380       6,992  

 

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 was ratified.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description

3.1

  

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company

  

 
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SIGNATURES

 

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.

 

 

RUTH’S HOSPITALITY GROUP, INC.

     

Date: May 27, 2016

By:

/s/ Alice G. Givens

 

 

Alice G. Givens

 

 

Vice President – General Counsel, Chief Compliance Officer and Secretary

 

 

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