Definitive Additional Materials

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

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¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Proxy Statement

 

x  Definitive Additional Materials

 

¨  Soliciting Material under Rule 14a-12

 

 

RUTH’S HOSPITALITY GROUP, INC.

 

(Name of Registrant as Specified in its Charter)

 

 

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of filing fee (Check the appropriate box.):

 

x  No fee required

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

 

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  (3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated, and state how it was determined.):

 

 

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¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2), and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number or the form or schedule and the date of its filing.

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on May 26, 2010

 

   RUTH’S HOSPITALITY GROUP   

 

Meeting Information            

 

     

Meeting Type: Annual Meeting

 

      For holders as of: March 31, 2010
     

 

Date:  May 26, 2010            

 

  

 

  Time: 1:00 PM EST

 

      Location:     Ruth’s Chris Steak House
     

   80 Colonial Center Parkway

     

   Lake Mary, Florida 32746

   For directions call:

   Sarah Judd at 407.829.3469

 

 

 

   

You are receiving this communication because you hold shares in the above named company.

 

   

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

   

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

    See the reverse side of this notice to obtain proxy materials and voting instructions.

----------  Before You Vote  ----------

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:    
1. Notice & Proxy Statement      2. Annual Report    

 

How to View Online:

 

Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                                 1) BY INTERNET:          www.proxyvote.com

                                 2) BY TELEPHONE:      1-800-579-1639

                                 3) BY E-MAIL*:              sendmaterial@proxyvote.com

 

* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 12, 2010 to facilitate timely delivery.

 

    

 

 

----------  How To Vote  ----------

Please Choose One of the Following Voting Methods

 

      

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

     

 

Voting Items

 

   

 

The Board of Directors recommends that you vote FOR the following:

   

1.  Election of Directors

     Nominees

   

01 Michael P. O’Donnell        02 Robin P. Selati        03 Carla R. Cooper        04 Bannus B. Hudson        05 Robert S. Merritt

06 Alan Vituli

 

The Board of Directors recommends you vote FOR the following proposal(s):

 

2.  Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2010.

 

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.