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 25, 2021, the stockholders of the Company voted on: (i)
the election of each of the Company's eight (8) nominees to serve on the
Company's Board of Directors until the Company's next annual meeting of
stockholders; (ii) an advisory resolution to approve the compensation of the
Company's named executive officers; and (iii) the ratification of the
appointment of KPMG LLP as the Company's independent registered public
accounting firm for fiscal 2021.
The results of the voting were as follows:
Broker
Election of Directors Votes For Votes Against Abstentions Non-votes
Giannella Alvarez 26,577,083 343,012 18,135 4,059,263
Mary L. Baglivo 25,344,475 1,574,925 18,830 4,059,263
Carla R. Cooper 25,039,591 1,880,310 18,329 4,059,263
Cheryl J. Henry 26,308,726 611,745 17,759 4,059,263
Stephen M. King 25,863,111 1,055,679 19,440 4,059,263
Michael P. O'Donnell 26,345,512 570,687 22,031 4,059,263
Marie L. Perry 26,039,323 880,472 18,435 4,059,263
Robin P. Selati 24,993,765 1,925,630 18,835 4,059,263
Accordingly, each of the eight (8) nominees received a majority of votes cast
and therefore was elected to serve as a director until the Company's next annual
meeting of stockholders.
Votes For Votes Against Abstentions Broker Non-votes
Advisory Resolution to Approve
Named Executive Officer Compensation 24,930,399 1,938,066 69,765 4,059,263
Accordingly, a majority of votes were cast in favor of the advisory resolution
to approve the compensation of the Company's named executive officers and the
advisory resolution was approved.
Votes For Votes Against Abstentions
Ratification of the Appointment of KPMG LLP 29,882,339 1,103,217 11,937
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 for fiscal 2021 was ratified.
Item 7.01. Regulation FD Disclosure.
Following the Company's Annual Meeting of Stockholders, Cheryl J. Henry, the
Company's President and CEO, assumed the role of Chairperson of the Board of
Directors. As previously disclosed in the Company's March 5, 2021 press
release, the Board of Directors' election of Ms. Henry as Chairperson became
effective upon her re-election to the Company's Board of Directors. Michael P.
O'Donnell, who previously served as Chairman of the Board, will continue to
serve as a director.
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