Business Context and Reporting Period
This Form 8-K filing by Red Robin Gourmet Burgers, Inc. was submitted on June 14, 2016, reporting events occurring between June 10 and June 14, 2016. The filing addresses significant changes in the company's executive leadership, specifically the departure of the Chief Financial Officer and the appointment of an interim replacement.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Departure of CFO: Stuart B. Brown notified the company on June 10, 2016, of his intent to resign as Executive Vice President and Chief Financial Officer. His resignation is effective July 15, 2016. The company stated his departure is not related to any disagreement regarding accounting or operating policies.
- Appointment of Interim CFO: On June 14, 2016, the company appointed Terry Harryman as Interim Chief Financial Officer. Mr. Harryman, currently the Vice President, Chief Accounting Officer, and Controller, will assume the CFO duties immediately following Mr. Brown's departure while a search for a permanent candidate is conducted.
Compensation and Management Commentary
The Compensation Committee approved the following compensation package for Mr. Harryman in connection with his interim appointment:
- Base Salary: $265,000 annually.
- Supplemental Payments: $1,500 per week for the duration of his service as Interim CFO.
- Guaranteed Bonus: 70% of the supplemental wages described above.
- Equity Grant: Time-vested restricted stock units with a grant date value of $100,000, subject to cliff vesting on the third anniversary of the grant date.
Management confirmed that Mr. Brown intends to assist in the transition of the CFO role until his departure.
Investor Verification Checklist
- Verify the effective date of the CFO transition (July 15, 2016) and the timeline for the permanent search.
- Review the total cost of the interim compensation package, including the weekly stipend and equity grant.
- Confirm that the departure of the CFO was not related to any undisclosed accounting irregularities or disagreements.
- Monitor future filings for the announcement of a permanent Chief Financial Officer.