Red Robin Gourmet Burgers, Inc. · NASDAQ:RRGB
Red Robin Gourmet Burgers — Proxy Contest (May 2008)
8 slides from Red Robin Gourmet Burgers's proxy contest presentation, May 15, 2008
Slide 1: 2008 Proxy Analysis
1 2008 Proxy Analysis
Slide 2: 2007 Performance Incentive Plan
2 2007 Performance Incentive Plan Our goal as a company is to attract, motivate, retain and reward selected team members Last year shareholders approved RRGB’s 2007 performance incentive plan The plan was designed to comply with ISS/Risk Metric’s guidelines regarding “burn rates” among other factors
Slide 3: 2007 Performance Incentive Plan: Peers, Turnover and Dilution
3 2007 Performance Incentive Plan Proxy advisors and RRGB use different peers for analysis Lack of forfeited or cancelled options to return to the plan is significant Team member turnover limits our ability to fully utilize the performance incentive plan Turnover at the Home Office (19.9%) General M
Slide 4: Peer Comparison
4 Peer Comparison Red Robin ISS/RM Comments Applebee’s Bally Technologies Gaming equipment supplier BJ’s Bluegreen Time share company Brinker CEC Entertainment Food and arcade chain Buffalo Wild Wings Carroll’s QSR chain California Pizza Kitchen California Pizza Kitchen Cheesecake Factory Gaylord En
Slide 5: Proxy Advisors Opinions Differ
5 Proxy Advisors Opinions Differ Glass Lewis ISS/RM Election of Directors Dennis Mullen For For Pattye Moore For Withhold Amendment to 2007 PIP* For Against Ratification of Auditor For For * 2007 Performance Incentive Plan
Slide 6: How Can Opinions Differ?
6 How Can Opinions Differ? Election of Directors ISS/RM views consulting fees received by Pattye Moore prior to her becoming a director of RRGB as compromising her independence – “affiliated outsider” Pattye Moore is a highly experienced director with substantial restaurant and marketing experience
Slide 7: Our Recommendations
7 Our Recommendations Vote FOR Pattye Moore She is a highly experienced director with substantial restaurant and marketing knowledge She was heavy recruited by RRGB because of her industry experience Vote FOR our Amended 2007 Performance Incentive Plan We have out-performed our peer group We compare
Slide 8: Important Information
8 Important Information In connection with the matters discussed above, Red Robin has filed a definitive proxy statement and other relevant documents concerning its annual meeting with the Securities and Exchange Commission (“SEC”). SECURITY HOLDERS OF RED ROBIN ARE URGED TO READ THE PROXY STATEMENT