Red Robin Gourmet Burgers and Vintage Capital Management, LLC, an investment firm with beneficial ownership of approximately 11.6 percent of the company’s outstanding shares, announced that they have reached an agreement to appoint Anthony Ackil to the Company’s Board of Directors, effective immediately. Ackil is the fifth independent director to be added to the Board in the past eight months.
Anthony Ackil is a highly qualified restaurant industry executive. He founded B.Good, a private restaurant chain with seventy units in 10 states and four countries, and served as its CEO from 2004 to 2018. With the appointment of Ackil, the Board will comprise 11 directors, 10 of whom are independent.
“We are pleased to welcome Anthony to our Board as an independent director,” says David A. Pace, Red Robin’s Board Chair. “Anthony is a well-respected restaurant industry executive and we believe he will enhance our Board’s collective experience and expertise. The Board is confident that this agreement with Vintage is in the best interest of our shareholders, team members, guests, franchisees and partners, and we look forward to working with Anthony as we continue to execute our transformation strategy.”
“We appreciate Red Robin’s constructive approach, and we are pleased to reach this agreement. We have great confidence in the Company’s newly appointed CEO, Paul Murphy, and its recently refreshed Board, and we look forward to working with the Company towards our mutual goal of positioning Red Robin for success and value creation,” adds Brian Kahn, Managing Partner of Vintage Capital Management.
Pursuant to the terms of the agreement, the company has temporarily increased the size of the Board to 11 directors and will include Ackil in the company’s proxy statement for election at the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). As previously announced, Director Stuart Oran has decided not to stand for re-election at the 2020 Annual Meeting of Stockholders. Following Oran’s retirement from the Board, the Company expects that the Board size will be reduced again to 10 members. In addition, Vintage and certain of its affiliates have agreed to certain customary standstill and voting provisions, including, but not limited to, voting its shares for all of Red Robin’s nominees at the 2020 Annual Meeting. Vintage has further agreed to withdraw its director nominations for the 2020 Annual Meeting.
The company has agreed to grant Vintage a waiver under the company’s rights agreement allowing Vintage to acquire