RED XXXXX GOURMET BURGERS, INC.
0000 XXXXX XXXXXXXX XXXXX XXXXXX, # 000X
XXXXXXXXX XXXXXXX, XX 00000
March 4, 2010
Xx. Xxxxxxx X. Xxxxx
Spotlight Advisors, LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxx
Clinton Group, Inc.
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Mssrs. Taxin and Xxxxxxx:
This letter constitutes the agreement (the "AGREEMENT") among Spotlight
Advisors, LLC, a Delaware limited liability company ("SPOTLIGHT") and Clinton
Group, Inc., a Delaware corporation ("CLINTON"), on behalf of themselves and
their respective affiliated funds, persons and entities, both current and future
(collectively, the "INVESTOR GROUP") and Red Xxxxx Gourmet Burgers, Inc., a
Delaware corporation (the "COMPANY").
WHEREAS, the Company and Investor Group have agreed that it is in their
mutual interests to enter into this Agreement, among other things, to set forth
certain agreements concerning the composition of the board of directors of the
Company (the "BOARD") and other corporate governance matters, as hereinafter
described.
NOW, THEREFORE, in consideration of the promises and the representations,
warranties and agreements contained herein, and other good and valuable
consideration, the parties hereto mutually agree as follows:
1. As promptly as practicable following the date of this Agreement (but in
no event later than March 8, 2010), the Board shall:
(a) pursuant to the powers granted to the Board under Article II of the
Bylaws of the Company (the "Bylaws"), increase the size of the Board to eleven
and appoint Xxxxxx Xxxxx ("Xxxxx") as a Class I director (the "Class I
Director") and Xxxxx Xxxx ("Hill") and Xxxxxx Xxxx ("Xxxx") as Class II
directors of the Company (Hill and Oran together, the "Class II Directors") to
fill the new directorships so created on the Board and to serve in such capacity
from such date of election through the date of, in the case of the Class I
Director, the Company's 2012 annual meeting of the shareholders (the "2012
Annual Meeting") and in the case of the Class II Directors, the Company's 2010
annual meeting of the shareholders (the "2010 Annual Meeting"), and until their
successors are duly elected and qualified.
March 4, 2010
Page 2
(b) promptly after their election as directors and subject to all
applicable requirements, the Board expects to appoint each New Director (as
defined below) to serve on the Nominating and Governance Committee and/or the
Compensation Committee, and those with suitable experience will be considered
for service on the Audit Committee.
(c) identify as promptly as is reasonably practicable one additional
candidate to serve on the Board who (i) is qualified to serve on the Board under
all requirements set forth in the Bylaws, (ii) is not employed by or otherwise
affiliated with the Company, (iii) otherwise qualifies as "independent" in
accordance with Rule 5605(a)(2) of the NASDAQ Listing Rules and (iv) shall not
be an Inside Director or an Affiliated Outside Director as defined in
RiskMetrics Group's Classification of Directors-2010, dated November 29, 2009
(such candidate, the "Additional Director" and together with Aiken, Hill and
Oran, the "New Directors" and each a "New Director"), increase the size of the
Board to twelve (assuming such appointment is in advance of the 2010 Annual
Meeting) and appoint the Additional Director as a Class III director to fill the
new directorship so created on the Board. Prior to such appointment, the Company
shall reasonably consult with the Investor Group with regard to the identity and
qualifications of the Additional Director.
2. The Company and the Investor Group agree that the Board and the
Nominating and Governance Committee thereof shall nominate and recommend each of
Hill and Oran (other than in the case of her, his or their inability or refusal
to serve), to stand for election as Class II directors at the 2010 Annual
Meeting for terms that expire at the 2013 annual meeting of shareholders of the
Company and until their successors are duly elected and qualified. The terms of
Xxxxxx Xxxxxx and Xxxx Xxxxxx, who have decided not to stand for re-election,
shall expire at the 2010 Annual Meeting. Immediately following the 2010 Annual
Meeting, the Board shall reduce the size of the Board by two; thereafter, the
size of the Board shall be established as set forth in the Bylaws.
3. The Company shall publicly support the election to the Board of each of
the Class II Directors at the 2010 Annual Meeting, including, without
limitation, soliciting proxies in favor of their election.
4. Immediately after the execution of this agreement, the Board shall adopt
a resolution (i) approving the proposed amendment to the Company's Certificate
of Incorporation (the "Company Charter") adopting a majority voting standard for
the election of directors substantially in the form set forth in Exhibit A to
this Agreement (the "Amendment"), (ii) recommending to the Company's
stockholders the approval of the Amendment and (iii) directing that the
Amendment be considered at the 2010 Annual Meeting. The Company shall publicly
support the approval of the Amendment by the stockholders at the 2010 Annual
Meeting, including, without limitation, soliciting proxies in favor of its
approval.
5. Consistent with its fiduciary duties, the Board shall review and modify
as necessary its director compensation practices to ensure that director pay is
in line with market practices and compensation levels for comparable companies.
6. Immediately after the execution of this agreement, the Board shall adopt
a resolution approving an amendment to the Company's Amended and Restated 2007
Performance
March 4, 2010
Page 3
Incentive Plan (the "Performance Amendment") that provides for a specific
prohibition on certain actions that may be construed as option repricing,
including cash tender offers for underwater options. The Performance Amendment
shall not be amended or waived without the consent of stockholders holding a
majority of the then-outstanding shares of Common Stock.
7. Each member of the Investor Group shall (a) in the case of all shares of
the Company's Common Stock (the "Common Stock") owned of record by it as of the
record date for the 2010 Annual Meeting (the "Record Date"), and (b) in the case
of all shares of the Common Stock beneficially owned by any member of the
Investor Group as of the Record Date (whether held in street name or by some
other arrangement), instruct the record holder to: in each case at the 2010
Annual Meeting, (i) publicly support and vote for the election of each of the
Class II Directors; (ii) vote to abstain or against any shareholder nominations
for director or shareholder proposals (whether made pursuant to Rule 14a-8 or
Rule 14a-4 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act," and such proposals, "Shareholder Proposals")) which are not approved and
recommended by the Board, (iii) publicly support and vote for the ratification
of the Amendment, and (iv) publicly support and vote for ratification of
Deloitte & Touche as the Company's auditors for the 2010 fiscal year.
8. Pursuant to the powers granted to the Board under Article III of the
Bylaws, no later than March 8, 2010, the Board shall form a committee
responsible for identifying, interviewing, negotiating with and recommending for
hire a new Chief Executive Officer ("New CEO") for the Company (the "Succession
Committee"). The Succession Committee shall serve at the direction of the Board,
and the full Board shall be responsible for the final decision with respect to
the hiring of, and the terms of employment of, the New CEO. The Succession
Committee's members shall be Xxxxxx Xxxxx and Mssrs. Xxxx, Xxxx, and Aiken. The
Company and the Board shall not disband the Succession Committee prior to the
hiring of a New CEO. The Company and Board shall provide the resources
reasonably requested by the Succession Committee, including money to hire
outside advisors and executive search consultants, and reasonable access to
Company property and personnel for conducting its responsibilities. The Board
shall not change the composition or size of the Succession Committee without the
approval of a majority of the then-serving members of the Succession Committee.
If a New CEO is not identified and publicly announced by December 31, 2010, the
Succession Committee shall provide shareholders of the Company with a report
(the "Report") on the status of the CEO search; the Report shall be updated
quarterly thereafter until a New CEO has been named.
9. Except as otherwise set forth in this Agreement, including the Investor
Group's agreement to support the Company's nominees and proposals described in
this Agreement, from the date of this Agreement until the earlier of (i)
December 31, 2010 or (ii) the Anniversary Date (as defined below) (the
"Standstill Period"), no member of the Investor Group shall:
(a) make, or in any way participate, directly or indirectly, in any
"solicitation" (as such term is used in the proxy rules of the Securities and
Exchange Commission (the "SEC")) of proxies or consents, conduct or suggest any
binding or nonbinding referendum or resolution or seek to advise, encourage or
influence any individual, partnership, corporation, limited liability company,
group, association or entity (collectively, a "Person") with respect to the
voting of any of the Common Stock;
March 4, 2010
Page 4
(b) initiate, propose or otherwise "solicit" (as such term is used in
the proxy rules of the SEC) shareholders of the Company for the approval of
shareholder proposals, as amended, or otherwise, or cause or encourage any
person to initiate any such shareholder proposal;
(c) propose or nominate, or cause or encourage any person to propose or
nominate, any candidates to stand for election to the Board, or seek the removal
of any member of the Board;
(d) form, join or otherwise participate in a "partnership, limited
partnership, syndicate or other group" within the meaning of Section 13(d)(3) of
the Exchange Act (other than the group already formed between Spotlight and
Clinton) with respect to the Common Stock or deposit any shares of Common Stock
in a voting trust or similar arrangement or subject any shares of Common Stock
to any voting agreement or pooling arrangement, or grant any proxy with respect
to any shares of Common Stock (other than to a designated representative of the
Company pursuant to a proxy statement of the Company);
(e) take any public action to act alone or in concert with others to
control or seek to control, or to influence or seek to influence, the
management, the Board or the policies of the Company;
(f) seek to call, or to request the call of, or call a special meeting
of the shareholders of the Company, or make a request for a list of the
Company's shareholders or other Company records; or
(g) otherwise take, or solicit, cause or encourage others to take, any
action inconsistent with any of the foregoing.
(h) For the avoidance of doubt, any actions of the New Directors taken
in their capacity as members of the Board shall not be deemed to violate the
foregoing clauses (a) through (g).
(i) For purposes of this Agreement, "Anniversary Date" shall mean the
date that is sixty (60) calendar days prior to the first anniversary of the date
the Company's proxy statement is released to shareholders in connection with the
2010 Annual Meeting (provided, however, that if the Board takes any action to
amend the Bylaws in such a manner as to increase the time period prior to the
Company's 2011 annual meeting of the stockholders (the "2011 Annual Meeting") by
which a holder of the Common Stock must provide timely notice to the Company of
(A) its nomination of a person or persons to the Board at the 2011 Annual
Meeting or (B) its proposal to bring business before the 2011 Annual Meeting
(clauses (A) and (B) together "Stockholder Matters") then the Anniversary Date
shall be the date ten (10) days prior to the date on which a stockholder must
give notice to the Company with respect to any Stockholder Matters for the 2011
Annual Meeting.
10. During the Standstill Period, no member of the Investor Group shall,
and each of them shall not solicit, cause or encourage others to, make any
comments or statements regarding the Company or its current or former officers,
directors or employees, which are derogatory or
March 4, 2010
Page 5
detrimental to, or which disparage, any of the Company or its current or former
officers, directors or employees, provided, however, that nothing in this
Agreement to the contrary shall prohibit the Investor Group from (i) making
public statements (including statements contemplated by Rule 14a-1(1)(2)(iv)
under the Exchange Act), (ii) engaging in discussions with other stockholders or
(iii) soliciting, or encouraging or participating in the solicitation of,
proxies or consents with respect to voting securities of the Company (so long as
such discussions are in compliance with subsection 9(d) hereof) in each case
with respect to any transaction that has been publicly announced by the Company
involving (1) the recapitalization of the Company, (2) an acquisition,
disposition or sale of assets or a business by the Company where the
consideration to be received or paid in such transaction requires approval by
the holders of the Common Stock or (3) a change of control of the Company.
During the Standstill Period, neither the Company nor any of its officers or
directors shall, nor shall any of them solicit, cause or encourage others to,
make any comments or statements regarding the Investor Group or any of their
respective partners, officers, directors or employees, which are derogatory or
detrimental to, or which disparage, any of them. The foregoing shall not apply
to compelled testimony, either by legal process, subpoena or otherwise, or to
communications that are required by an applicable fiduciary or legal obligation
and are subject to contractual provisions providing for confidential disclosure.
11. The Company shall issue a press release substantially in the form
attached hereto as Exhibit B (the "Press Release") as soon as practicable on or
after the date hereof, but in no event later than March 8, 2010 and the Company
shall file a corresponding Form 8-K that includes both the Press Release and
this Agreement. As soon as practicable on or after the date hereof, but in no
event later than March 8, 2010, the Investor Group shall file a corresponding
amendment on its Schedule 13D. Neither the Company nor the Investor Group shall
make any public announcement or statement that is inconsistent with or contrary
to the statements made in the Press Release, except as required by law or the
rules of any stock exchange or with the prior written consent of the other
party. Each member of the Investor Group represents and warrants to the Company
that it is unaware of any fact or circumstance that would require them to make
any such disclosure.
12. The Company and the Investor Group each acknowledge and agree that (a)
a breach or a threatened breach by either party may give rise to irreparable
injury inadequately compensable in damages and accordingly each party shall be
entitled to injunctive relief, without proof of actual damages, to prevent a
breach or threatened breach of the provisions hereof and to enforce specifically
the terms and provisions hereof in any state or federal court having
jurisdiction, (b) neither party shall plead in defense for any such relief that
there would be an adequate remedy at law, (c) any applicable right or
requirement that a bond be posted by either party is waived and (d) such
remedies shall not be the exclusive remedies for a breach of this Agreement, but
will be in addition to all other remedies available at law or in equity.
13. The Investor Group, for the benefit of the Company and each of the
Company's controlling persons, officers, directors, stockholders, agents,
affiliates, employees, attorneys and assigns, past and present, in their
capacity as such (the Company and each such person being a "Company Released
Person"), hereby forever waives and releases, and covenants not to xxx, any of
the Company Released Persons for any and all claims, causes of action, actions,
judgments,
March 4, 2010
Page 6
liens, debts, contracts, indebtedness, damages, losses, liabilities, rights,
interests and demands of whatsoever kind or character (other than fraud)
(collectively, Claims") based on any event, fact, act, omission, or failure to
act by the Company Released Persons, whether known or unknown, occurring or
existing prior to the date hereof; provided, however, this waiver and release
and covenant not to xxx shall not include any Claims arising out of or related
to any obligations under, or breach of, this Agreement and does not extend to
acts which are criminal.
14. The Company, for the benefit of any member of the Investor Group and
each of such member's controlling persons, officers, directors, stockholders,
agents, affiliates, employees, attorneys and assigns, past and present, in their
capacity as such (each such person being a "Investor Group Released Person"),
hereby forever waives and releases and covenants not to xxx, for any Claim based
on any event, fact, act, omission or failure to act by such Investor Group
Released Person, whether known or unknown, occurring or existing prior to the
date hereof; provided, however, this waiver and release and covenant not to xxx
shall not include any Claims arising out of or related to any obligations under,
or breach of, this Agreement and does not extend to acts which are criminal.
15. All notices and other communications under this Agreement shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person or by facsimile, or by Federal Express or
registered or certified mail, postage pre-paid, return receipt requested, as
follows:
If to the Company:
Red Xxxxx Gourmet Burgers, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx Xxxxxx, # 000X
Xxxxxxxxx Xxxxxxx, XX 00000
Attn: General Counsel
with a copy (which shall not constitute notice) to:
Xxxxxx X. Xxxxxx, XX
Xxxxx Xxxxxx & Xxxxxx LLP
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
If to the Investor Group:
Spotlight Advisors, LLC
0 Xxxx 00xx Xx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
March 4, 2010
Page 7
and:
Clinton Group, Inc.
0 Xxxx 00xx Xx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
with a copy (which shall not constitute notice) to:
Xxxxx Xxxxxxxxx
c/o Schulte Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
16. This Agreement may be executed by the signatories hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
17. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to its conflict of laws
principles. The parties hereto consent to personal jurisdiction and venue in any
action to enforce this Agreement in any court of competent jurisdiction located
in Denver, Colorado.
18. This Agreement constitutes the only agreement between the Investor
Group and the Company with respect to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions whether oral
or written. This Agreement shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. This Agreement may not be
assigned by any party without the express written consent of the other party. No
amendment, modification, supplement or waiver of any provision of this Agreement
may in any event be effective unless in writing and signed by the party or
parties affected thereby.
19. The Company represents and warrants that (a) the Company has the power
and authority to execute, deliver and carry out the terms and provisions of this
Agreement and to consummate the transactions contemplated hereby, and (b) this
Agreement has been duly and validly authorized, executed and delivered by the
Company, constitutes a valid and binding obligation and agreement of the Company
and is enforceable against the Company in accordance with its terms.
20. Spotlight represents and warrants that (a) it has the power and
authority to execute, deliver and carry out the terms and provisions of this
Agreement and to consummate the transactions contemplated hereby, and (b) this
Agreement has been duly and validly authorized, executed and delivered by
Spotlight, constitutes a valid and binding obligation and agreement of Spotlight
and is enforceable against Spotlight in accordance with its terms.
21. Clinton represents and warrants that (a) it has the power and authority
to execute, deliver and carry out the terms and provisions of this Agreement and
to consummate the
March 4, 2010
Page 8
transactions contemplated hereby, and (b) this Agreement has been duly and
validly authorized, executed and delivered by Clinton, constitutes a valid and
binding obligation and agreement of Clinton and is enforceable against Clinton
in accordance with its terms.
22. The Company shall be responsible for reimbursing the Investor Group for
its reasonable and documented legal expenses incurred by the Investor Group
prior to the date hereof in connection with the execution and delivery of this
Agreement by the Investor Group and its related prior activities, provided that
in no event shall the Company be required to reimburse the Investor Group an
amount more than $50,000.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
RED XXXXX GOURMET BURGERS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Legal Officer
Accepted and agreed to:
SPOTLIGHT ADVISORS, LLC
on behalf of itself and its affiliates
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Member
CLINTON GROUP, INC.
on behalf of itself and its affiliates
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: CFO
EXHIBIT A
When a quorum is present at any meeting for the election of directors, a
nominee for director shall be elected by the stockholders at such meeting if the
votes cast "for" such nominee's election exceed the votes cast "against" (or
"withheld" from) such nominee's election (with "abstentions" and "broker
non-votes" not counted as a vote either "for" or "against" that director's
election); provided, that directors shall be elected by a plurality of the votes
cast at any meeting of stockholders for which (i) the secretary of the
corporation receives a notice that a stockholder has nominated a person for
election to the Board of Directors in compliance with the advance notice
requirements for stockholder nominees for director set forth in Article SIXTH,
Section C hereof and (ii) such nomination has not been rejected by the company
for any reason or withdrawn by such stockholder on or before the tenth business
day before the corporation first mails its notice of meeting to the
stockholders. In the event the votes cast "against" (or "withheld" from) the
nominee exceed the votes cast "for" such nominee (with "abstentions" and "broker
non-votes" not counted as a vote either "for" or "against" that director's
election) (a "No Vote"), the resulting vacancy shall be filled only by a
majority vote of the directors then in office, though less than a quorum (and
not by stockholders), and the directors so chosen shall serve for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires or until such director's
successor shall have been duly elected and qualified. In no event shall the
Board nominate or elect a person to the Board who has received a No Vote
subsequent to the adoption of this provision.
EXHIBIT B
RED XXXXX APPOINTS XXXXXX XXXXX, XXXXX XXXX, AND XXXXXX XXXX
TO THE BOARD OF DIRECTORS
COMPANY WILL SEEK SHAREHOLDER APPROVAL FOR MAJORITY VOTING STANDARD FOR
UNCONTESTED DIRECTOR ELECTIONS
"STANDSTILL AGREEMENT" SIGNED WITH CLINTON GROUP AND SPOTLIGHT ADVISORS
Greenwood Village, Colo. -- March 4, 2010 -Red Xxxxx Gourmet Burgers, Inc.,
(NASDAQ: RRGB) today announced the appointment of Xxxxxx Xxxxx, Xxxxx Xxxx and
Xxxxxx Xxxx to its Board of Directors.
"As we have previously announced, the Company's Board of Directors has been
proactively taking steps to enhance governance and has been reviewing new board
member candidates with industry expertise. Today, I'm pleased to welcome Xxx,
Xxxxx and Xxxxxx to the Board of Directors. Each individual possesses a
significant amount of foodservice experience and I look forward to their future
contributions to Red Xxxxx and the Board of Directors," said Xxxxxx Xxxxx, Red
Robin's recently appointed independent Board Chair. "In addition, we are seeking
to add one additional experienced director in the future."
Xxxxxx Xxxxx is the former President and Chief Executive Officer of U.S.
Foodservice, Inc., one of the country's premier foodservice distributors, with
annualized revenue of approximately $20 billion and an array of services to more
than 250,000 customers. Under his leadership, U.S. Foodservice has developed an
integrity-based culture committed to helping customers win, and promoted
industry-leading food safety and quality assurance standards around the world.
Xx. Xxxxx joined U.S. Foodservice in 2004 and held several senior executive
positions including President and Chief Operating Officer and Executive Vice
President of Sales/Marketing and Supply Chain, before being named CEO in 2007.
Prior to joining U.S. Foodservice, Xx. Xxxxx held numerous executive positions
in the food processing and distribution industry. He began his career as an
attorney. He holds accounting and law degrees from Georgetown University.
Xxxxx Xxxx is the former Chairman and CEO of Xxxxxxxx'x International, Inc. Xx.
Xxxx joined Applebee's in January 1994 and served in numerous executive and
board positions including chief executive officer and chairman of the board
until his retirement in September 2006. Under his leadership, Applebee's grew
into the largest casual dining concept in the world, with nearly 1,900
restaurants in 49 states and 17 countries. In 2005, Hill was named by
Institutional Investor magazine as one of America's Best CEOs and as one of the
top-performing CEOs within the restaurant industry. He also was named 2005
Operator of the Year by the operators-readers of Nation's Restaurant News. Prior
to joining Applebee's, Xxxx served in executive positions at Xxxxxxxx Quality
Care and Xxxxxx Health and Safety. Xx. Xxxx is on the board of numerous
professional and community organizations.
Xxxxxx Xxxx is the Managing Member of Roxbury Capital Group LLC, a merchant
banking firm he founded in 2002, and a co-founder of Bond Street Holdings LLC,
formed to acquire failed banks in FDIC-assisted transactions. Xx. Xxxx has
served on the Boards of Directors of a number of public and private companies,
including Wendy's International, Inc. (WEN), Deerfield Capital Corp. (DFR), and
United Air Lines, Inc. (operating airline subsidiary of UAL Corporation). During
his tenure at Wendy's, Xx. Xxxx was an active participant on the Strategic
Planning Committee overseeing development of a new strategic plan, brand
reinvigoration, and a new marketing focus; was actively involved on the Finance
Advisory Committee, overseeing major asset dispositions; and was Chairman of the
Franchisee Relations Committee, established to improve communication with
Wendy's franchisees. From 1994 to 2002, Xx. Xxxx held a number of senior
executive positions at UAL Corporation, including Senior Vice
President-International, with responsibility for United's $6 billion
International Division. Prior to joining UAL, Oran was a corporate partner at
the New York law firm of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx.
The Company will increase the size of the Board to 11 members with the
appointment of Xx. Xxxxx as a Class I director, and Xx. Xxxx and Xx. Xxxx as
Class II directors. The terms of Xxxxxx Xxxxxx and Xxxx Xxxxxx, who have decided
not to stand for re-election, shall expire at the 2010 Annual Meeting.
The Company will be proposing that shareholders approve a majority voting
standard for uncontested director elections at the upcoming 2010 annual meeting.
The Board has also approved an amendment to the Company's equity incentive plan
to prohibit actions such as option re-pricings and option cash tender offers,
without shareholder approval.
The Company also announced that it had reached an agreement with institutional
shareholder Clinton Group, Inc. ("Clinton") and Spotlight Advisors, LLC
("Spotlight") under which, among other things, Clinton and Spotlight have agreed
not to take certain actions during a "standstill" period that expires on
December 31, 2010, or under certain circumstances, such earlier date as defined
under the agreement.
"We appreciate the Board's swift and thoughtful response to our concerns on
behalf of all shareholders," said Xxxxxxx X. Xxxxx, Managing Member of
Spotlight. "We believe the changes the Company is announcing today lay the
foundation for future success and growth and for the creation of significant
shareholder value."
ABOUT RED XXXXX GOURMET BURGERS, INC. (NASDAQ: RRGB)
Red Xxxxx Gourmet Burgers, Inc. (xxx.xxxxxxxx.xxx), a casual dining restaurant
chain founded in 1969 that operates through its wholly-owned subsidiary, Red
Xxxxx International, Inc., serves up wholesome, fun, feel-good experiences in a
family-friendly environment. Red Xxxxx(R) restaurants are famous for serving
more than two dozen insanely delicious, high-quality gourmet burgers in a
variety of recipes with Bottomless Steak Fries(R), as well as salads, soups,
appetizers, entrees, desserts, and signature Mad Mixology(R) Beverages. There
are more than 000 Xxx Xxxxx(X) restaurants located across the United States and
Canada, including company-owned locations and those operating under franchise
agreements.
For further information contact:
ICR
Xxx Xxxxx
000-000-0000
