Business Context and Reporting Period
Company: Red Robin Gourmet Burgers, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 14, 2023
Reporting Period Referenced: Second fiscal quarter ended July 9, 2023
This filing serves as a current report to announce the release of second-quarter financial results and a change in the composition of the Board of Directors.
Key Financial Metrics
The filing text itself does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are referenced as being detailed in a press release dated August 17, 2023, which is attached as Exhibit 99.1 and incorporated by reference. The filing explicitly states that the information in the press release is not deemed "filed" for purposes of Section 18 of the Exchange Act.
Material Changes
- Board Expansion: The Board of Directors increased its size from eight to nine members.
- New Director Appointment: Nicole Miller Regan was appointed to fill the new vacancy, effective August 14, 2023.
- Committee Assignments: Ms. Regan will serve on the Audit Committee and the Finance Committee.
Guidance, Outlook, and Management Commentary
The filing does not provide specific guidance, outlook, or management commentary within the text. It directs investors to the attached press release (Exhibit 99.1) for selected financial results and the press release (Exhibit 99.2) for details regarding the new director's appointment. No risks, contingencies, or unusual items are described in the body of this specific 8-K document.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release dated August 17, 2023) for actual Q2 2023 financial figures, including revenue, net income, and comparable period changes.
- Verify the independence status and background of the new director, Nicole Miller Regan, as detailed in Exhibit 99.2.
- Confirm the terms of the new director's service, which extend until the 2024 Annual Meeting of Stockholders or until a successor is elected.
- Note that the financial data referenced in this 8-K is not considered "filed" under Section 18 of the Exchange Act, limiting liability protections for that specific data.