RED ROBIN GOURMET BURGERS INC. 2024-2025 Proxy Voting Records

Description as filed by funds: The election of ten (10) directors for one-year terms: Allison Page

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: Allison Page”): 9,082,707 for, 117,247 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 965,141 for, 25,202 against.

Description as filed by funds: The election of ten (10) directors for one-year terms: Anddria Varnado

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: Anddria Varnado”): 9,083,585 for, 108,473 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 965,141 for, 25,202 against.

Description as filed by funds: The election of ten (10) directors for one-year terms: Anthony S. Ackil

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: Anthony S. Ackil”): 9,093,208 for, 106,996 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 965,141 for, 25,202 against.

Description as filed by funds: The election of ten (10) directors for one-year terms: Christopher Martin

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: Christopher Martin”): 9,123,810 for, 75,995 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 990,343 for.

Description as filed by funds: The election of ten (10) directors for one-year terms: David A. Pace

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: David A. Pace”): 9,124,931 for, 75,174 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 990,343 for.

Description as filed by funds: The election of ten (10) directors for one-year terms: James C. Pappas

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: James C. Pappas”): 9,129,818 for, 75,136 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 990,343 for.

Description as filed by funds: The election of ten (10) directors for one-year terms: Nicole Miller Regan

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: Nicole Miller Regan”): 9,125,516 for, 74,639 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 990,343 for.

Description as filed by funds: The election of ten (10) directors for one-year terms: Steven K. Lumpkin

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: Steven K. Lumpkin”): 9,124,692 for, 75,213 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 990,343 for.

Description as filed by funds: The election of ten (10) directors for one-year terms: Thomas G. Conforti

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“Elect Director: Thomas G. Conforti”): 9,124,761 for, 75,144 against, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected all nine of the directors nominated by the Company's board of directors to serve for one-year terms, until our 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director's earlier resignation or removal:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 990,343 for.

Description as filed by funds: Approval of amendments to the Company's Restated Certificate of Incorporation to eliminate supermajority vote requirements and make certain administrative amendments.

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“4. The proposal to amend the Certificate of Incorporation to eliminate supermajority vote requirements and make certain administrative amendments, which required the affirmative vote of at least 66 2/3 of the voting powe”): 9,112,559 for, 84,857 against — failed, per its Form 8-K filed May 23, 2025 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve the proposal to amend the Certificate of Incorporation to eliminate supermajority vote requirements and make certain administrative amendments, which required the affirmative vote of at least 66 2/3 of the voting power of all shares outstanding:”
Not approved under the vote the filing states was required: “66 2/3 of the voting power”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“66 2/3 of the voting power”).

The 16 asset managers below reported 990,343 for.

Description as filed by funds: Approval of an amendment to the Company's Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“3. The proposal to amend the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to provide for officer exculpation as permitted by Delaware law, which required the affirmative vote of a ”): 8,547,894 for, 646,584 against — failed, per its Form 8-K filed May 23, 2025 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve the proposal to amend the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to provide for officer exculpation as permitted by Delaware law, which required the affirmative vote of a majority of the shares outstanding:”
Not approved under the vote the filing states was required: “majority of the shares outstanding”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares outstanding (“majority of the shares outstanding”).

The 16 asset managers below reported 990,343 for.

Description as filed by funds: Approval, on an advisory basis, of the compensation of the Company's named executive officers.

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“2. The compensation of the Company's named executive officers”): 7,808,812 for, 692,971 against — passed, per its Form 8-K filed May 23, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers:”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 17 managers: 965,141 for, 25,202 against, 444,560 abstained.

Institutional-manager reports, all 40 managers: 2,250,723 for, 572,329 against, 247,557 abstained. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2025.

RED ROBIN GOURMET BURGERS INC.’s own tally for this item (“5. The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's 2025 fiscal year”): 12,961,832 for, 662,889 against — passed, per its Form 8-K filed May 23, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's 2025 fiscal year:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 990,343 for.