ruth20140529_8k.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 29, 2014

 

 

RUTH'S HOSPITALITY GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware
(State or other jurisdiction of

incorporation)

000-51485
(Commission File Number)

72-1060618
(IRS Employer 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)

 

 


(Former name or former address, if changed since last report)

 

 

 

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))

  

 
 
 

  

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

 

At the Annual Meeting of Stockholders of Ruth’s Hospitality Group, Inc. (the “Company”) held on May 29, 2014, the stockholders of the Company (i) elected each of the Company’s six nominees to serve on the Company’s board of directors until the next annual meeting, (ii) approved the compensation of the Company’s named executive officers on an advisory basis 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:

 

 

 

Votes For

 

Votes

Withheld

 

Broker

Non-Votes

Election of Directors

 

  

 

  

 

  

Michael P. O’Donnell

 

27,561,770

  

253,761

  

5,683,886

Robin P. Selati

  

27,559,737

  

255,794

  

5,683,886

Carla R. Cooper

 

27,721,578

  

93,953

  

5,683,886

Bannus B. Hudson

 

27,633,395

  

182,136

  

5,683,886

Robert S. Merritt

 

27,639,995

  

175,536

  

5,683,886

Alan Vituli

 

27,631,702

  

183,829

  

5,683,886

             

Accordingly, each of the six nominees received the highest number of votes cast and therefore was elected to serve as a director.

 

 

  

Votes For

Votes

Against

  

Abstentions

  

Broker

Non-Votes

Advisory Vote on Executive Compensation

  

26,821,808

619,845

  

373,878

  

5,683,886

 

Accordingly, a majority of votes were cast in favor of the proposal and the compensation of the Company’s named executive officers as described in the Company’s proxy statement under “Compensation Discussion and Analysis,” the executive compensation tables and the accompanying narrative disclosure was approved on an advisory basis.

 

 

 

Votes For

 

Votes

Against

 

Abstentions

Ratification of Independent Registered Public Accounting Firm

 

32,883,236

  

285,609

  

330,572

 

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. 

 

 
 
 

 

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.

 

 

 

 

 

 

 

 

 

  /s/ John F. McDonald, III  
       

Date: June 2, 2014 

Name: 

John F. McDonald, III 

 

 

Title: 

Vice President - General Counsel

Chief Compliance Officer