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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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RED ROBIN GOURMET BURGERS, INC.
6312 South Fiddler's Green Circle, Suite 200N
Greenwood Village, CO 80111
(303) 846-6000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 30, 20182019

To our Stockholders:

              The annual meeting of stockholders of Red Robin Gourmet Burgers, Inc. will be held at 8:00 a.m. MDT, on Wednesday,Thursday, May 30, 2018,2019, at our corporate headquarters,Red Robin's Yummm U, located at 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village,10000 East Geddes Avenue, Unit 500, Englewood, Colorado 80111,80112, for the following purposes:

1)

To elect Cambria W. Dunaway, Kalen F. Holmes, Glenn B. Kaufman, Aylwin B. Lewis, Steven K. Lumpkin, Pattye L. Moore, and Stuart I. Oran and Denny Marie Post as directors of the Company for one-year terms;



2)

To approve, on an advisory basis, the compensation of our named executive officers;



3)

To approve an amendment of the Company's 2017 Performance Incentive Plan, which would increase the number of authorized shares available for issuance under the 2017 Performance Incentive Plan and enhance certain minimum vesting requirements applicable to certain awards thereunder;



4)

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2018;29, 2019; and



4)5)

To transact such other business as may properly come before the meeting.

              We direct your attention to the proxy statement, which includes information about the matters to be considered at the annual meeting and certain other important information and which we encourage you to review carefully. Our board of directors recommends that you voteFOR the board's nominees for director,FOR approval of our executive compensation,FOR approval of the amendment of the 2017 Performance Incentive Plan, andFOR ratification of the independent auditor. Your vote is important.

              Stockholders of record at the close of business on April 2, 20181, 2019 are entitled to notice of, and to vote at, the annual meeting or any postponement or adjournment thereof. This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April 13, 2018.11, 2019.

              This year, we have again elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. Our proxy materials are available at the following website:

http://www.redrobin.com/eproxy

              We cordially invite you to attend the annual meeting. Whether or not you plan to attend, it is important that your shares be voted at the meeting. Please refer to your proxy card or Notice Regarding the Availability of Proxy Materials for more information on how to vote your shares at the meeting and return your voting instructions as promptly as possible.

              Thank you for your support.

		By Order of the Board of Directors,
		Pattye L. Moore Chair of the Board of Directors

Greenwood Village, Colorado

April 10, 20182019

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              Our director nominees are listed in the following table.table below. In 2018,2019, all seven of our eight current directors are standing for re-election along with one newre-election. Ms. Denny Marie Post, our former President and Chief Executive Officer, and former director, nominee, Mr. Aylwin B. Lewis. Oneresigned from the board effective as of our current directors, Mr. Richard Howell, will retire and conclude his board service upon the conclusion of the annual meetingApril 3, 2019 and is therefore not standing for re-election. Mr. Howell will continue his service as chair of the audit committee and a member of the compensation committee until his retirement.

              The board recommends a vote FOR all director nominees. All directors and director nominees except our CEO, Ms. Post, are independent. Therefore 87.5% of our board is independent. Our directors bring a diverse set of backgrounds, experience, and skills to their board service. Directors are elected by a majority of votes cast. See "Proposal 1 – Election of Directors – Directors and Nominees" in this proxy statement for more information about our director nominees. In 2017, each director attended at least 75% of the aggregate number of board and applicable committee meetings.

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PROXY STATEMENT

              The Board of Directors ("board" or "board of directors") of Red Robin Gourmet Burgers, Inc. ("Red Robin" or the "Company") is providing this proxy statement to stockholders in connection with the solicitation of proxies on its behalf to be voted at the annual meeting of stockholders. The meeting will be held on Wednesday,Thursday, May 30, 2018,2019, beginning at 8:00 a.m. MDT, at our corporate headquarters,Red Robin's Yummm U, located at 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village,10000 East Geddes Avenue, Unit 500, Englewood, Colorado 80111.80112. The proxies may be voted at any time and date to which the annual meeting may be properly adjourned or postponed.

PROPOSAL 1
ELECTION OF DIRECTORS

General

              AsOn April 3, 2019, Ms. Post notified the board of her retirement as President and Chief Executive Officer of the Company and her resignation from the board, in each case effective as of April 3, 2019. Effective the same date, of this proxy statement, our board of directors consists of eight directors, all of whom are independent except our CEO. Therefore, currently, 87.5%Pattye L. Moore, the current chair of our board, was appointed as our Interim President and Chief Executive Officer.

              The board reduced its size from eight to seven members effective as of April 3, 2019. Of our seven current directors, six (or 85.7%) are independent. However, it is independent. Following the annual meeting, if allanticipated that Ms. Post's successor as CEO, once appointed, will also serve as a director nominees are elected, all directors will be independent except our CEO. Mr. Lloyd Hill retired and concluded his board service on May 18, 2017, the date of the 2017 annual meeting of stockholders,Company and Mr. Robert B. Aiken resigned fromtherefore will not be an independent director. In addition to Ms. Post's successor, the board effective June 23, 2017. Following Mr. Hill's retirement and Mr. Aiken's resignation, the size of the board was reduced from ten directors to eight directors during fiscal 2017. Mr. Richard Howell will retire and conclude his board service upon the conclusion of the annual meeting. A new independent director nominee, Mr. Aylwin B. Lewis, has been nominated for election. Mr. Lewis was identified as a potential director candidate by the nominating and governance committee. The board may decide at a later time to add one or more directors who possess skills and experience that may be beneficial to our board and the Company. All of our directors are elected on an annual basis for a one-year term.

              The directors elected at this annual meeting will serve in office until our 20192020 annual meeting of stockholders or until their successors have been duly elected and qualified, or until the earlier of their respective deaths, resignations, or retirements. Each nominee has consented to serve if elected and we expect each of them will be able to serve if elected. If any nominee should become unavailable to serve as a director, our board of directors can name a substitute nominee, and the persons named as proxies in the proxy card, or their nominees or substitutes, will vote your shares for such substitute nominee unless an instruction to the contrary is written on your proxy card.

Selecting Nominees for Director

              Our board has delegated to the nominating and governance committee the responsibility for reviewing and recommending nominees for director. The board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the committee.

              In evaluating a director candidate, the nominating and governance committee considers the candidate's independence, character, corporate governance skills and abilities, business experience, industry specific experience, training and education, commitment to performing the duties of a director, and other skills, abilities, or attributes that fill specific needs of the board or its committees. While there is no policy for consideration of diversity in identifying director nominees, our board is committed to diversity and the nominating and governance committee considers diversity in business experience, professional expertise, gender, and ethnic background, along with various other factors when evaluating director nominees. The nominating and governance committee will use the same criteria in evaluating candidates suggested by stockholders.

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              The nominating and governance committee is authorized under its charter to retain, at our expense, outside search firms and any other professional advisors it deems appropriate to assist in identifying or evaluating potential nominees for director.

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Directors and Nominees

              Below, you can find the principal occupation and other information about each of the director nominees standing for election at the annual meeting. Information related to each director nominee's key attributes, experience, and skills, as well as their recent public company board service is included with each director's biographical information.

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Vote Required

              Proposal No. 1 requires the approval of a majority of the votes cast for each director.

Board Recommendation

              Our board of directors recommends that you vote FOR the election of each of the nominees for director.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Governance Principles

              The board of directors seeks to ensure that good governance and responsible business practices are part of our culture and values. To ensure that we achieve this goal, the board of directors has previously established corporate governance guidelines it follows with respect to corporate governance matters, which are available on the investor relations section of our website atwww.redrobin.com. The board of directors reviews the governance guidelines annually to ensure that they are timely, effective, and supportive of the board's oversight and other responsibilities.

Executive Development and Management Succession

              Executive development and succession is an important responsibility of the board of directors. Under the Company's corporate governance guidelines, the board maintains an ongoing policy and plan for the development and succession of the CEO and other senior officers. The board has delegated some of this responsibility to the nominating and governance committee. As provided in our corporate governance guidelines, the succession policy and plan has a multi-year focus that encompasses, among other things, the following attributes:

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criteria that reflect the Company's ongoing business strategies;

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identification and development of potential internal candidates;

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formal assessment processes to evaluate such potential internal candidates and their development; and

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an emergency succession component to address the unforeseen loss of the CEO or other key executives through death, disability, or other similar emergency.

              The nominating and governance committee and the board work closely with management to ensure that development and succession are anticipated, planned for, and addressed in a timely manner. Under the guidance of the committee, Ms. Postour CEO and each of the other executive officers conduct annual succession planning activities. This process includes annual performance reviews, evaluations, and development plans of the CEO and executive officers, who also conduct evaluations and development of their direct reports.

              Ms. PostOur CEO regularly meets with the full board on herthe CEO's performance, and herthe CEO's annual performance evaluation is conducted under the oversight of the compensation committee. Ms. PostOur CEO conducts annual and interim performance and development evaluations of the other senior executives and reviews these evaluations with the compensation committee or full board.

              At least annually, and when otherwise necessary, the nominating and governance committee reviews, makes recommendations for, and reports to the board on programs that have been implemented by management for executive and leadership team development and succession planning.

Stockholder Engagement

              The board and management believe that the Company's relationships with our stockholders and other stakeholders are an important part of our corporate governance responsibility and recognize the value of continuing communications. Among other things, engagement with our stockholders helps us to:

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understand and consider the issues that matter most to our stockholders;

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share and discuss our strategy and objectives; and

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assess stockholder feedback and any emerging issues related to our governance practices, business, operations, or compensation.

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              This approach has resulted in our receiving essential input and additional perspectives from our stockholders. We regularlyThroughout the year, we engage with our stockholders through attendance at investor conferences, issuance of press releases and quarterly conference calls, other stockholder communications, and individual meetings throughout the year.meetings. We spokediscuss topics of importance to holders of more than 68% ofboth our outstanding shares since the last annual meeting to discussCompany and stockholders, including our business results and solicit feedback.initiatives, overall strategy, and capital structure.

              We also recognize the connection between good corporate governance and our ability to create and sustain value for our stockholders. In response to evolving governance practices, regulatory changes, and concerns of our stockholders, the Company has made a number of changes to our corporate governance practices over the past several years.

              Highlights of our governance program include:

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Fully declassifiedDeclassified board of directors

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Independent chair of the board of directors

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All director nomineesdirectors are independent other than our interim CEO

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All current committee members are independent

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Board members have diverse backgrounds, expertise, and skills

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Robust board, committee, and director self-evaluation process completed annually instead of age or term limits

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The board of directors and each committee regularly meet in executive session without members of management

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Frequent engagement by management with institutional investors

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Majority voting standard for uncontested director elections

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Annual review of our succession plan and talent development plan

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Directors receive regular governance updates to stay well-informed and evaluate governance trends

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Limits on outside board service for board members

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Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors

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Directors regularly engage in in-boardroom and outside director education

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No poison pill in place

Board Leadership Structure

              The board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure so as to provide independent oversight of management. Accordingly, at this time, we believe it is appropriate for our board to maintain the separation of the roles of board chair and chief executive officer. Pattye L. Moore currently serves as chair of the board due to, among other things, her prior experience on public company boards of directors, as well as her extensive leadership experience within the restaurant industry.

              We believe that having a non-executive, independent board chair is in the best interests of the Company and our stockholders at this time. The separation of the roles of board chair and chief executive officer allows Ms. Postour chief executive officer to focus on managing the Company's business and operations, and allows Ms. Moore to focus on board matters, which we believe is especially important in light of the high level of regulation and scrutiny of public company boards. Further, we believe that the separation of these roles ensures the independence of the board in its oversight role of evaluating and assessing the chief executive officer and management generally.

              On April 3, 2019, Ms. Post notified the board of her retirement as President and Chief Executive Officer of the Company and her resignation from the board, in each case effective as of

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April 3, 2019. Effective the same date, Ms. Moore was appointed as our Interim President and Chief Executive Officer. It is anticipated that Ms. Moore will serve in such position until the appointment by the board of a permanent president and chief executive officer.

Role in Risk Oversight

              Our executive officers have the primary responsibility for enterprise risk management within our Company. Our board actively oversees the Company's risk management and regularly engages in discussions of the most significant risks that the Company faces and how these risks are being managed. The board receives regular reports on enterprise risk areas from senior officers of the Company, including the areas of food safety and data security. The board delegates certain risk oversight functions to the audit committee. Under its charter, the audit committee is responsible for oversight of the enterprise risk assessment and management process framework and ensures that the board or a designated committee is monitoring the identification, assessment, and mitigation of all significant enterprise risks. The audit committee oversees policies and guidelines that govern the process by which major financial and accounting risk assessment and management may be undertaken by the Company. The audit committee also oversees our corporate compliance programs and the internal audit function. In addition, the other board committees receive reports and evaluate risks related to their areas of focus. The committees regularly report to the full board on the assessment and management of these risks. The board believes that the work undertaken by the audit committee, together with the work of the other committees, the full board, and the senior officers of the Company, enables the board to effectively oversee the Company's risk management.

Board Membership and Director Independence

              Our board of directors has determined that each of our directors, except our interim CEO, Ms. Post,Moore, qualifies as an independent director under the rules promulgated by the U.S. Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market® ("Nasdaq") listing standards. Therefore, 87.5%85.7% of our directors and director nominees are independent. However, we anticipate that Ms. Post's successor as CEO, once appointed, will also serve as a director of the Company and therefore will not be an independent director and that Ms. Moore, upon stepping down as interim CEO at that point, will likely be determined to be independent at that time. Pursuant to these rules, only independent directors may serve on the board's audit committee, compensation committee, and nominating and governance committee. Currently, all members of each of these committees are independent in accordance with SEC rules and Nasdaq listing standards. There are no family relationships among any of our executive officers, directors, or nominees for directors.

              Our board is committed to diversity and includes three women directors, one minority director, and directors with a diverse set of backgrounds, experience, and skills, including those represented below.

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Director Attendance

              The board of directors held teneight meetings in 2017,2018, including eightfour in-person meetings. Each of our current directors attended at least 75% of the aggregate total of meetings of the board of directors and committees during their period of service in 2017.2018. The non-management directors of the Company meet at least quarterly throughout the year and as necessary or appropriate in executive sessions at which members of management are not present.

              The board of directors strongly encourages each of the directors to attend the annual meeting of stockholders. All of our directors serving at the time attended our 20172018 annual meeting.

Committees of the Board of Directors

              Our board of directors currently has three standing committees: an audit committee, a compensation committee, and a nominating and governance committee. Each of our standing committees generally meets at least once each quarter. In addition, other regular and special meetings are scheduled as necessary and appropriate depending on the responsibilities of the particular committee. Each committee regularly meets in executive session without management present.

              Each board committee operates pursuant to a written charter. The charter for each committee is available on the corporate governance section of the investor relations tab of our website at

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www.redrobin.com. The committee charters are reviewed at least annually by the respective committee to revise and update the committee duties and responsibilities as necessary.

              In 2017, we also had a finance committee that provided principal oversight of, and made recommendations to the board and management on, the Company's financial plan and strategies,

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		Name of Committee and Principal Functions		​		Current Members and Number of Meetings in 2018		​
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		Audit Committee				Committee Members:
		• Oversees our financial reporting activities, including our annual report and the accounting standards and principles followed. • Reviews earnings releases and annual and quarterly reports, including use of any non-GAAP disclosures. • Oversees the disclosure process, including understanding and monitoring of the Company's disclosure committee. • Selects and retains the independent auditor. • Participates in the process to rotate and select the lead audit partner at least every five years. • Reviews the scope and results of the audit to be conducted by the independent auditor. • Evaluates performance and monitors independence, commitment to objectivity, and skepticism of selected independent auditor. • Approves the budget for fees to be paid to the independent auditor for audit services and non-audit services; evaluates fees for reasonableness and fairness based on benchmarking. • Oversees the Company's internal audit function, scope and plan, and the Company's disclosure and internal controls. • Oversees the Company's ethical and regulatory compliance. • Provides oversight of the Company's enterprise risk management. • Regularly meets with independent auditor in executive session. • Participates in the evaluation of independent auditor and lead audit partner.				Steven K. Lumpkin Aylwin B. Lewis Stuart I. Oran Chairperson Determined by the board to be an Audit Committee Financial Expert as defined under SEC rules Number of Meetings in 2018: The audit committee held nine meetings in 2018, of which three were in-person meetings.
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budget and long range plan, capital allocation, financial and analytic aspectsTable of operations, the Company's financial policies and goals, and material transactions involving capital structure. The duties of the finance committee have been absorbed by the other committees and the full board to streamline board actions. The members of the finance committee in 2017 were Glenn B. Kaufman (Chair), Steven K. Lumpkin, and Stuart I. Oran. The finance committee held eight telephonic meetings in 2017.Contents

 Mr. Howell will conclude his board and committee service upon the conclusion of the annual meeting. It is anticipated that Mr. Lewis will join the audit and compensation committees upon his election to the board and Mr. Lumpkin will assume the duties of chair of the audit committee.

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		Name of Committee and Principal Functions		​		Current Members and Number of Meetings in 2018		​
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		Compensation Committee				Committee Members:
		• Develops and performs an annual performance evaluation of our chief executive officer. • Approves salary, short-term, and long-term incentive compensation programs for the CEO and all executive officers. • Reviews and adopts employee benefit plans. • Reviews and approves compensation for directors. • May engage, at our expense, compensation consulting firms or other professional advisors to assist in discharging its responsibilities, as necessary.				Kalen F. Holmes Cambria W. Dunaway Glenn B. Kaufman Aylwin B. Lewis Chairperson Number of Meetings in 2018: The compensation committee held six meetings in 2018, of which four were in-person meetings.
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		Nominating and Governance Committee				Committee Members:
		• Identifies, evaluates, and recommends to the board of directors, candidates for appointment or election to the board and their independence. • Determines whether to recommend to the board to include the nomination of incumbent directors in the proxy statement. • Considers candidates to fill any vacancies that may occur. • At least once a year, considers whether the number of directors and skill sets is appropriate for the Company's needs and recommends to the board any changes in the composition of the board. • Evaluates and recommends to the board committee structure and membership. • Develops and oversees the Company's corporate governance policies. • Oversees the Company's compliance with laws and regulations and insurance coverage. • Oversees the process to assess the performance of the board and its committees.				Cambria W. Dunaway Kalen F. Holmes Glenn B. Kaufman Stuart I. Oran Chairperson Number of Meetings in 2018: The nominating and governance committee held four meetings in 2018, one of which was an in-person meeting.
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Limits on Outside Board Service

              As provided in our corporate governance guidelines, without specific approval from our board, no director of the Company may serve on more than four public company boards (including the Company's board) and no member of the audit committee may serve on more than three public company audit committees (including the Company's audit committee). Any audit committee member's service on more than three public company audit committees will be subject to the board's determination that the member is able to effectively serve on the Company's audit committee.

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Stockholder Submission of Director Nominees

              A stockholder may submit the name of a director candidate for consideration by the nominating and governance committee by writing to: Nominating and Governance Committee, Red Robin Gourmet Burgers, Inc., 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, CO 80111.

              The stockholder must submit the following information in support of the candidate: (a) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such person's written consent to serve as a director if elected; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company's books, and of such beneficial owner, (ii) the class and number of shares of the Company that are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder's notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the Company, and (iv) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company's voting shares to elect such nominee or nominees.

Communications with our Board of Directors

              You may communicate with any director, the entire board of directors, the independent directors, or any committee by sending a letter to the director, the board of directors, or the committee addressed to: Board of Directors, 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village,

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CO 80111, or by sending an e-mail to:Board@redrobin.com. The Company's chief legal officer will review all communications, categorize them, and forward them to the appropriate board member(s). Messages pertaining to administrative matters, ordinary business matters, personal grievances, and similar issues will be forwarded to the appropriate member of management.

              With respect to issues arising under the Company's Code of Ethics, you may also communicate directly with the chair of the audit committee, vice presidentdirector of internal audit, or the compliance officer in the manner provided in the Company's Problem Resolution and Whistleblower Policy and Reporting Procedures. Both the Code of Ethics and the Problem Resolution and Whistleblower Policy and Reporting Procedures may be found on the corporate governance section of the investor relations tab of our website at:www.redrobin.com.

Certain Relationships and Related Transactions

Transactions with Related Persons

              For 2017,2018, we had no material related party transactions which were required to be disclosed in accordance with SEC regulations.

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Review, Approval, or Ratification of Transactions with Related Persons

              The board of directors recognizes that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. To ensure that the Company acts in the best interest of our stockholders, the board has delegated the review and approval of related party transactions to the audit committee. Pursuant to our Code of Ethics and the audit committee charter, any related party transaction required to be disclosed in accordance with applicable SEC regulations must be reviewed and approved by the audit committee. In reviewing a proposed transaction, the audit committee must:

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satisfy itself that it has been fully informed as to the related party's relationship and interest, and as to the material facts of the proposed transaction,transaction; and

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consider all the relevant facts and circumstances available to the committee.

              After its review, the audit committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests of the Company and our stockholders.

Compensation Committee Interlocks and Insider Participation

              During the last completed fiscal year, Robert B. Aiken, Cambria W. Dunaway, Kalen F. Holmes, Glenn B. Kaufman, Aylwin B. Lewis, and Richard J. Howell (who retired and Glenn B. Kaufmanconcluded his board service on May 30, 2018, the date of last year's annual meeting) each served as members of the Company's compensation committee for all or a portion of such period. None of the members of the compensation committee is, or at any time was has been, an officer or employee of the Company. None of our current executive officers serves as a director of another entity that has an executive officer who serves on our Board.board.

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Director Compensation

              The compensation of our directors was determined by the compensation committee after reviewing market data and analyses from its independent compensation consultant. Set forth below are the elements of our director compensation for 2017.2018.

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Annual Retainer

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Each non-employee director of the Company received an annual cash retainer of $70,000, payable in substantially equal quarterly installments. In addition, the following amounts were paid to the chair of the board and each board committee chair in substantially equal quarterly installments:

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Chair of the board

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Chair of audit committee

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Chair of compensation committee

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Chair of nominating and governance committee

$7,500

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Chair of finance committee

$10,000

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Equity Awards

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Upon initial appointment or election to the board of directors, each non-employee director generally receives a non-qualified stock option grant covering 5,000 shares. Each initial grant of 5,000 stock options vests and becomes exercisable in equal monthly installments over the 24-month period following the date of grant. In addition, at the discretion of the board of directors, each non-employee director is eligible to receive annual grants of stock options, restricted stock, or restricted stock units. In 2017,2018, each non-employee director received an annual grant of restricted stock units with a grant date value of approximately $110,000 and a vesting term of one year.year or the date of the next annual meeting of stockholders, whichever is earlier. The one-year vesting term is consistent with the Company's declassification of its board of directors with annual elections for one-year terms (until the next annual meeting) in accordance with governance best practices. Prior to 2019, each new non-employee director generally received a non-qualified stock option grant covering 5,000 shares upon initial appointment or election to the board. These options vested and became exercisable in equal monthly installments over the 24-month period following the date of grant. The board discontinued the initial option grant to new non-employee directors beginning in 2019.

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20172018 Director Compensation

              The following table sets forth a summary of the compensation earned by our non-employee directors in fiscal 2017.2018.

Name		Fees Earned or Paid in Cash ($)		Option Awards ($)		Stock Awards ($)(1)		All Other Compensation ($)(2)		Total ($)		Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		Stock Awards ($)(3)		All Other Compensation ($)(4)		Total ($)
Current Directors
Cambria W. Dunaway		77,500		-		109,992		-		187,492		77,500		-		109,964		-		187,464
Kalen F. Holmes		84,255		-		109,992		-		194,247		82,500		-		109,964		-		192,464
Richard J. Howell		85,000		-		109,992		-		194,992
Glenn B. Kaufman		80,000		-		109,992		-		189,992		68,705		-		109,964		-		178,669
Aylwin B. Lewis												61,322		82,800		109,964		-		254,086
Steven K. Lumpkin		70,000		-		109,992		-		179,992		83,141		-		109,964		-		193,105
Pattye L. Moore		155,000		-		109,992		-		264,992		155,000		-		109,964		-		264,964
Stuart I. Oran		70,000		-		109,992		-		179,992		70,000		-		109,964		-		179,964
Former Directors
Robert B. Aiken(3)		15,745		-		-		-		15,745
Lloyd Hill(4)		8,966		-		-		-		8,966
Former Director
Richard J. Howell(5)												8,617		-		-		-		8,617

---

(1)

Fees for Mr. Kaufman include the pro-rated amount for chairing the board's finance committee which was discontinued on February 14, 2018. The fee for the chair of the finance committee was $10,000 per year paid quarterly.

(2)

Mr. Lewis was awarded options to purchase 5,000 shares of common stock upon joining the board in May 2018. The fair value of such options was computed in accordance with the authoritative guidance for accounting for stock compensation at $16.56 per share covered by the option.

(3)

Each director was awarded 1,5472,184 restricted stock units in May 2017.2018. The fair value of such restricted stock units was computed in accordance with the guidance for accounting for stock compensation at $71.10$50.35 per share for all directors. All such restricted stock units are subject to vesting in full on the first anniversary ofone year from the date of grant, unless earlier vested peror the termsdate of the award agreement or the Company's 2017 Performance Incentive Plan (the "2017 Plan").next annual meeting of stockholders, whichever is earlier.

(2)(4)

The aggregate amount of all other compensation paid to each director in fiscal year 20172018 did not exceed $2,500 per director.

(3)(5)

Mr. Aiken resigned from the Board effective as of June 23, 2017. The compensation was for a partial year's service on the board. Although Mr. Aiken received an award of 1,547 restricted stock units in May 2017, similar to the other non-employee directors, such award did not vest and was therefore forfeited upon such resignation (see footnote (1) above).

(4)

Mr. HillHowell retired and concluded his board service at the annual meeting on May 18, 2017, the date of last year's annual meeting.30, 2018.

              As of the end of the fiscal year 2017,2018, the aggregate number of options and restricted stock units outstanding for each non-employee director is set forth below. Options are considered outstanding until exercised and restricted stock units are considered outstanding until vested and paid.

Director		Options		Restricted Stock Units		Options		Restricted Stock Units
Cambria W. Dunaway		5,000		1,547		5,000		2,184
Kalen F. Holmes		5,000		1,547		5,000		2,184
Richard J. Howell		2,000		1,547
Glenn B. Kaufman		0		1,547		0		2,184
Aylwin B. Lewis						5,000		2,184
Steven K. Lumpkin		5,000		1,547		5,000		2,184
Pattye L. Moore		1,500		1,547		0		2,184
Stuart I. Oran		5,000		1,547		5,000		2,184

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Director Stock Ownership Guidelines

              The compensation committee has had stock ownership guidelines in place for non-employee directors since March 2009 (see "Compensation Discussion and Analysis—Executive Compensation Policies and Guidelines – Executive Stock Ownership Guidelines" for discussion of the ownership guidelines for executive officers). The current ownership guidelines requirewhich requires non-employee directors to own Company securities with a cumulative cost basis of at least five times the director's annual retainer. Based on the current annual retainer for non-employee directors, that dollar amount is $350,000. The value of the director's holdings is based on the cumulative cost basis of securities held, which is calculated using the price of the Company's common stock at the date of acquisition. All forms of equity owned of record or beneficially, including vested in-the-money options, are credited toward the guidelines. New non-employee directors have five years from the time the director joins the board to reach the minimum ownership threshold. Non-employee directors may not sell, transfer, or otherwise dispose of common stock that would decrease such director's cumulative cost basis below the ownership guideline amount. All our directors are currently in compliance or on track to be in compliance with the minimum ownership threshold.guidelines.

              The following table sets forth the ownership guidelines and the holdings of the non-employee directors as of March 16, 2018, valued at the acquisition dates pursuant to our director stock ownership guidelines:

Director		Ownership Guideline		Current Dollar Value of Guideline		Cumulative Cost Basis
Cambria W. Dunaway		5x Retainer		$350,000(1)		$430,968
Kalen F. Holmes		5x Retainer		$350,000(2)		$235,861
Richard J. Howell		5x Retainer		$350,000		$833,305
Glenn B. Kaufman		5x Retainer		$350,000		$958,910
Steven K. Lumpkin		5x Retainer		$350,000(2)		$235,861
Pattye L. Moore		5x Retainer		$350,000		$937,296
Stuart I. Oran		5x Retainer		$350,000		$606,758

(1)

To be achieved by June 2019.

(2)

To be achieved by August 2021.

Indemnification of Directors

              The Company has entered into agreements to indemnify its directors, executive officers, and certain other key employees. Under these agreements, the Company is obligated to indemnify its directors and officers to the fullest extent permitted under the Delaware General Corporation Law for expenses, including attorneys' fees, judgments, fines, and settlement amounts incurred by them in any action or proceeding arising out of their services as a director or officer. The Company believes that these agreements are necessary in attracting and retaining qualified directors and officers.

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STOCK OWNERSHIP INFORMATION

              Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and except for community property laws where applicable, the persons named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership for each table is based on 12,971,47912,968,145 shares of common stock outstanding as of March 16, 2018.1, 2019.

Stock Ownership of Certain Beneficial Owners

              The following table sets forth information regarding beneficial owners of more than 5% of our common stock as of March 16, 20181, 2019 (unless otherwise indicated). All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons to the Company.

		Shares Beneficially Owned					Shares Beneficially Owned
Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership			Percent of Class		Amount and Nature of Beneficial Ownership			Percent of Class
T. Rowe Price Associates, Inc.(1)			2,002,006		15.43%			2,126,645		16.40%
BlackRock, Inc.(2)			1,612,905		12.43%			1,902,567		14.67%
Dimensional Fund Advisors LP(3)			1,090,245		8.40%			1,101,985		8.50%
Daruma Capital Management, LLC(4)			935,933		7.22%
Ameriprise Financial, Inc.(5)			727,500		5.61%
The Vanguard Group(6)			717,903		5.53%
AllianceBernstein L.P.(4)								800,956		6.18%

---

(1)

This information is based on an amendment to Schedule 13G filed with the SEC on February 14, 20182019 jointly by T. Rowe Price Associates, Inc. ("Price Associates") and T. Rowe Price Small-Cap Stock Fund, Inc. ("Price Small-Cap Fund"). These securities are owned by various individual and institutional investors, including Price Associates (which was the beneficial owner with sole dispositive power as to an aggregate of 2,002,0062,126,645 shares and sole voting power as to an aggregate of 450,023495,702 shares) and Price Small-Cap Fund (which was the beneficial owner with sole voting power as to an aggregate of 743,121770,321 shares, which amount such amended Schedule 13G reports is also included in the aggregate amount reported by Price Associates). For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address for Price Associates' principal business office is 100 E. Pratt Street, Baltimore, Maryland 21202.

(2)

This disclosure is based on an amendment to Schedule 13G filed with the SEC on January 23, 2018.31, 2019. At the time of filing, the reporting person reported being a holding company that has sole voting power over 1,584,3931,868,328 shares and sole dispositive power over 1,612,9051,902,567 shares. The filing also reports that various persons have the right to receive or the power to direct the receiptinterest of dividends from, or the proceeds from the sale of the shares and that no one person's interestperson, iShares Core S&P Small-Cap ETF, in the shares is greater than five percent (5%) of the total number of outstanding shares. The address of this reporting person is 55 East 52^nd Street, New York, New York 10055.

(3)

This disclosure is based on an amendment to Schedule 13G filed with the SEC on February 9, 20188, 2019 by Dimensional Fund Advisors LP ("Dimensional"). At the time of filing, Dimensional reported being an investment advisor that has sole voting power over

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1,040,691 1,053,626 shares and sole dispositive power over 1,090,2451,101,985 shares. The filing also reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares and that, to the knowledge of

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Dimensional, no one person's interest in the shares is greater than five percent (5%) of the total number of outstanding shares. For the purposes of the reporting requirements of the Exchange Act, Dimensional is deemed to be a beneficial owner of such securities; however, Dimensional disclaims that it is, in fact, the beneficial owner of such securities. The address for Dimensional's principal business office is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(4)

This disclosure is based on a Schedule 13G filed with the SEC on February 14, 2018 jointly13, 2019 by Daruma Capital Management, LLCAllianceBernstein L.P. ("Daruma Capital") and Mariko O. Gordon ("Gordon"AllianceBernstein"). At the time of filing, Daruma Capital reported being an investment advisor that has shared voting power over 404,669 shares and shared dispositive power over 935,933 shares, and Gordon reported being an individual and control person that has shared voting power over 404,669 shares and shared dispositive power over 935,933 shares. The filing also reports that the shares are held in the accounts of private investment vehicles and managed accounts advised by Daruma Capital. The address for the reporting parties' principal business office is 626 King Avenue, Bronx, New York 10464.

(5)

This disclosure is based on a Schedule 13G filed with the SEC on February 14, 2018 jointly by Ameriprise Financial, Inc. ("AFI") and Columbia Management Investment Advisers, LLC ("CMIA"). At the time of filing, AFI reported being a holding company that has shared voting power over 697,700 shares and shared dispositive power over 727,500 shares, and CMIA reported being an investment advisor that has shared voting power over 697,700 shares and shared dispositive power over 727,500 shares. The filing also reports that AFI, as the parent company of CMIA, may be deemed to beneficially own the shares reported therein by CMIA. Accordingly, the shares reported therein by AFI include those shares separately reported therein by CMIA. The address for AFI's principal business office is 145 Ameriprise Financial Center, Minneapolis, Minnesota 55474 and the address for CMIA's principal business office is 225 Franklin Street, Boston, Massachusetts 02110.

(6)

This disclosure is based on a Schedule 13G filed with the SEC on February 9, 2018 by The Vanguard Group ("Vanguard"). At the time of filing, VanguardAllianceBernstein reported being an investment advisor that has sole voting power over 24,111624,317 shares shared voting power over 2,091 shares,and sole dispositive power over 692,517800,956 shares. The filing also reports that AllianceBernstein acquired its shares for investment purposes in the ordinary course of its investment management and shared dispositive power over 25,386 shares.insurance business. The address for Vanguard'sAllianceBernstein's principal business office is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.1345 Avenue of the Americas, New York, New York 10105.

Stock Ownership of Directors and Management

              The following table contains information about the beneficial ownership (unless otherwise indicated) of our common stock as of March 16, 20181, 2019 by:

•

each of our directors and director nominees;

•

each named executive officer set forth in the Summary Compensation Table; and

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•

all directors and executive officers as a group.

		Shares Beneficially Owned(1)
Name of Beneficial Owner		Amount and Nature of Ownership			Percent of Class
Denny Marie Post(2)			61,421		*
Guy J. Constant(3)			13,249		*
Carin L. Stutz(4)			12,102		*
Jonathan A. Muhtar(5)			18,991		*
Michael L. Kaplan(6)			11,837		*
Cambria W. Dunaway(7)			10,006		*
Kalen F. Holmes(8)			6,156		*
Richard J. Howell(9)			17,352		*
Glenn B. Kaufman(10)			21,440		*
Aylwin B. Lewis			—		*
Steven K. Lumpkin(11)			6,156		*
Pattye L. Moore(12)			24,848		*
Stuart I. Oran(13)			11,123		*
Directors and executive officers as a group (13 persons)(14)			214,681		1.64%

		Shares Beneficially Owned(1)
Name of Beneficial Owner		Amount and Nature of Ownership			Percent of Class
Denny Marie Post(2)			96,455		*
Guy J. Constant(3)			27,653		*
Jonathan A. Muhtar(4)			32,805		*
Beverly K. Carmichael(5)			4,624		*
Michael L. Kaplan(6)			17,793		*
Carin L. Stutz(7)			6,697		*
Cambria W. Dunaway(8)			11,553		*
Kalen F. Holmes(9)			8,328		*
Glenn B. Kaufman(10)			22,987		*
Aylwin B. Lewis(11)			2,292		*
Steven K. Lumpkin(12)			8,328		*
Pattye L. Moore(13)			26,395		*
Stuart I. Oran(14)			12,670		*
Directors and executive officers as a group (14 persons)(15)			273,163		2.08%

---

*

Represents beneficial ownership of less than one percent (1.0%) of the outstanding shares of our common stock.

(1)

If a stockholder holds options, restricted stock units, or other securities that are currently vested or exercisable or that vest or become exercisable within 60 days of March 16, 2018,1, 2019, in accordance with the rules of the SEC, we treat the common stock underlying those securities as owned by that stockholder and as outstanding shares when we calculate the stockholder's percentage ownership of our common stock, and we do not consider that

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common stock to be outstanding when we calculate the percentage ownership of any other stockholder.

(2)

Consists of 6,66113,018 shares of common stock held directly by Ms. Post and 54,76083,437 shares of common stock subject to options that are currently exercisable or were exercisable within 60 days of March 1, 2019. Ms. Post retired as President and Chief Executive Officer of the Company effective as of April 3, 2019.

(3)

Consists of 13,679 shares of common stock held directly by Mr. Constant and 13,974 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.1, 2019.

(3)(4)

Consists of 8,0764,256 shares of common stock held directly by Mr. ConstantMuhtar and 5,17328,549 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.1, 2019.

(4)(5)

Consists of 1,342657 shares of common stock held directly by Ms. Stutz, 4,830Carmichael and 3,967 shares of common stock subject to options that are currently exercisable or were exercisable within 60 days of March 1, 2019. Ms. Carmichael resigned from her employment as Chief People, Culture and Resource Officer of the Company, effective April 5, 2019.

(6)

Consists of 2,007 shares of common stock held indirectlydirectly by Ms. Stutz in a trust of which Ms. Stutz is a trusteeMr. Kaplan and 5,93015,786 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.1, 2019.

(5)(7)

Consists of 2,6971,867 shares of common stock held directly and 4,830 shares held indirectly by Mr. Muhtar and 16,294 sharesMs. Stutz (based on the most recent Form 4 filed by Ms. Stutz). Ms. Stutz's employment as Chief Operating Officer of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.the Company was terminated effective September 5, 2018 without cause.

(6)(8)

Consists of 1,526 shares of common stock held directly by Mr. Kaplan and 10,311 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.

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(7)

Consists of 5,0066,553 shares of common stock held directly by Ms. Dunaway and 5,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.1, 2019.

(8)(9)

Consists of 1,7813,328 shares of common stock held directly by Ms. Holmes and 4,3755,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.

(9)

Consists of 17,352 shares of common stock held directly by Mr. Howell.1, 2019.

(10)

Consists of 21,44022,987 shares of common stock held directly by Mr. Kaufman.

(11)

Consists of 1,781 shares of common stock held directly by Mr. Lumpkin and 4,3752,292 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.1, 2019.

(12)

Consists of 24,8483,328 shares of common stock held directly by Mr. Lumpkin and 5,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 1, 2019.

(13)

Consists of 26,395 shares of common stock held indirectly by an entity owned and managed by Ms. Moore and her husband.

(13)(14)

Consists of 4,1235,670 shares of common stock held directly by Mr. Oran, 2,000 shares of common stock held indirectly by Mr. Oran in two trusts of which Mr. Oran is co-trustee,

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and 5,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.

1, 2019.

(14)(15)

Includes 111,218169,021 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 16, 2018.1, 2019.

Equity Compensation Plan Information

              We maintain three equity-based compensation plans—the Second Amended and Restated 2007 Performance Incentive Plan (the "2007 Plan"), the 2017 Performance Incentive Plan (the "2017 Plan"), and the Amended and Restated Employee Stock Purchase Plan (the "ESPP"). Our stockholders have approved each of these plans.

              The following table sets forth our equity compensation plans in the aggregate, the number of shares of our common stock subject to outstanding options and rights under these plans, the weighted

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average exercise price of outstanding options, and the number of shares remaining available for future award grants under these plans as of December 31, 2017:30, 2018:

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
2007 Plan		468,657		$54.60		-		374,019		$55.56		-
2017 Plan (1)		3,591		–		663,688
2017 Plan(1)								121,333		$60.27		417,001
ESPP								N/A		N/A		82,033
Equity compensation plans not approved by security holders		N/A		N/A		N/A		N/A		N/A		N/A
​	​	​	​	​	​	​	​	​	​	​	​	​
Total		472,248		$54.60		663,688(2)		495,352		$56.62		499,034

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              (1)  Shares reported in column (a) under the 2017 plan include shares underlying performance share units (PSUs) awarded to our chief executive officeofficers in 2017 and chief financial officer in 2017.2018. The PSU awards cliff-vest at the end of a three-year performance cycle, generally subject to executive's continued employment through the applicable vesting date, with the number of PSUs determined based on achievement of performance goals as approved by the compensation committee. Column (b) does not take such shares into account.

              (2)  Of the aggregate number of shares that remained available for future issuance as of December 31, 2017, 92,393 shares were available for issuance under the ESPP and 571,295 shares were available for issuance under the 2017 Plan. No new awards will be granted under the 2007 Plan.

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COMPENSATION DISCUSSION AND ANALYSIS

              In this Compensation Discussion and Analysis, we provide an analysis and explanation of our executive compensation program and the compensation derived from this program by our executive officers, including our "named executive officers." For 2017,2018, our named executive officers were:

•

Denny Marie Post, President and Chief Executive Officer

•

Guy J. Constant, Executive Vice President and Chief Financial OfficerOperating Officer(1)

•

Jonathan A. Muhtar, Executive Vice President and Chief Concept Officer(1)Officer

•

Carin L. Stutz, Executive Vice President and Chief Operating Officer

•

Michael L. Kaplan, Senior Vice President and Chief Legal Officer

•

Denny Marie Post, Former President and Chief Executive Officer(2)

•

Beverly K. Carmichael, Former Executive Vice President and Chief People, Culture and Resource Officer(3)

•

Carin L. Stutz, Former Executive Vice President and Chief Operating Officer

---

(1)

Effective January 28, 2019, Mr. Muhtar served as Senior Vice President and Chief Marketing Officer of the Company during 2017. He was promoted toConstant became our Executive Vice President and Chief ConceptOperating Officer and Lynn S. Schweinfurth began serving as our Executive Vice President and Chief Financial Officer. Prior to January 28, 2019, and for the duration of fiscal year 2018, Mr. Constant served as our Executive Vice President and Chief Financial Officer.



(2)

Following the departure of Ms. Stutz effective September 4, 2018, Ms. Post also served as our interim Chief Operating Officer through January 28, 2019. Ms. Post retired as President and Chief Executive Officer of the Company effective January 1, 2018.as of April 3, 2019.



(3)

On March 20, 2019, Ms. Carmichael informed the Company of her resignation from her employment with the Company, which became effective as of April 5, 2019.

Overview

              Red Robin Gourmet Burgers, Inc., together with its subsidiaries, primarily develops, operates, and franchises full-service restaurants in North America and focuses on serving an imaginative selection of high quality gourmet burgers in a fun environment welcoming to guests of all ages. Red Robin's goal is to differentiate itself from typical casual dining establishments based on quality, service, and value. To differentiate on quality, we offer a large and varied selection of highly craveable and customizable burgers. To differentiate on service, our goal is to be highly attentive to guests of all ages, servingserve food and beverages quickly and attentively so theyguests can spend more time enjoying their food and less time waiting. We also strive to deliver tremendouscompetitive value by providing delicious foodabundant portions at a range of price points, accompanied with our bottomless steak fries and other sides with every meal.points. Red Robin guests give us credit for these key points of differentiation and weTeam Members seek to build on them every day by livinglive our B.U.R.G.E.R. values:values everyday: Bottomless Fun, Unwavering Integrity, Relentless Focus on Improvement, Genuine Spirit of Service, Extraordinary People, and Recognized Burger Authority.

              To ensure the continued success of Red Robin in a rapidly evolving marketplace, we focus on fivefour strategic areas:

•

Building Team Member engagement.    We emphasizeAttract, retain, and support Team Member engagement, retention, and culture that will foster the development of great leaders. Our goal is to enhance clarity with our Team Members by consistently communicating our strategy and ensuring we remain narrowly focused on our strategic initiatives. We continually strive to develop extraordinary people and encourage Team Memberengage high performance through appreciation, recognition, and respect. In an effort to continue to develop leadership strength, we are focused on expanding our School of Leadership, executing dynamic succession planning, and innovative recruiting and talent development.

teams.

•

Regaining operational edge.    Our strategy in regaining operational edge includes delivering consistently great burgers, accurately customized, and served quickly by our caring Team Members whether the guest choosesEvolve to dine in the restaurant or off premise. Our goal is to deliver exceptional service to our guests through promoting a "Better for Being Here" environment and we continually strive to enhance our guest's experience with a focus on guests of all ages and their occasions. We respect our guests' need forbetter serve middle income families.

•

Embrace the "gift of time" and remain committed to improving both speed of service and order accuracy.

as a key differentiator.

•

Becoming our guests' go-to for great burgers.    We continue to focus on being our guests' go-to for great burgers by offering craveable burgersImprove company and "bottomless" side options at

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attractive prices wherever and however our guests want. We actively seek to enhance value through a balance of quality, quantity, price, and experience. This includes providing high quality core menu items, as well as delivering value through new products at everyday value prices and abundance through bottomless sides and beverages. We are enhancing loyalty offerings via our Red Robin Royalty™ program to drive Guest traffic. Additionally, we are focused on driving guest preference by offering our products through alternate modes of access. As part of this strategy, we offer online ordering for carry-out, delivery access in limited locations via multiple third-party services, and catering. We are also currently testing self-delivery for potential deployment in future years.

•

Rapidly reinventing Red Robin.    Facing rapidly increasing labor costs and changing guest needs, we are also working to transform our existing assets as needed with new service models and to craft entirely new Red Robin prototypes which will enable future unit growth. We are dedicating resources to defining the "Red Robin of the Future."



•

Delivering great stockholder value.    We are committed to delivering stockholder value by improving profitability and investing capital wisely. Our goal is to optimize our capital structure, pace development activities, and improve our EBITDA margin through revenue growth and targeted cost savings."4-wall" economics.

              We believe these strategic initiatives will provide the foundations for scalable and sustainable long-term growth, profitability, and increased stockholder value.

Company Performance in 2018

              Overall, 2018 was a challenging sales year, but we made measurable progress on the operations fundamentals identified as critical to gradually regaining our momentum in 2019. We continue to focus

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on the fundamentals to deliver sustainable performance and return to positive sales and traffic. We are focused on strengthening operations, upgrading our marketing tactics, and making critical investments in technology and resources to help achieve our long-term goal of being both a destination and a source for gourmet burgers.

              Certain key metrics of our 2018 performance are set forth below.

•

GAAP loss per diluted share was $0.49 in 2018 compared to earnings per diluted share of $2.31 in 2017.

•

Total revenues were $1.3 billion, a decrease of 3.5% from the 53 weeks ended December 31, 2017, including the negative impact of $24.3 million from having one fewer week in 2018 compared to 2017.

•

Off-premise sales increased 31.5% in 2018, now comprising 9.9% of total food and beverage sales.

•

Comparable restaurant revenue decreased 2.6% in 2018 (using constant currency rates) compared to 2017.

•

Comparable restaurant guest counts decreased 1.5%.

2018 Pay for Performance

              Our incentive programs demonstrate our commitment to a pay for performance compensation philosophy. The Company's 2018 performance impacted the named executive officer's compensation as follows:

✓

No payout of the annual incentive program because the performance goals were not met.

✓

No payout for the 2016-2018 long-term incentive program because the three-year EBITDA and ROIC goals were not met.

              See "Compensation Discussion and Analysis—Key Components of our Executive Compensation Program—Incentive-Based Compensation" for further information and discussion on the annual corporate incentive and long-term incentive program.

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2018 EXECUTIVE SUMMARY

              Following is an executive summary of our 2018 executive compensation program.

Compensation Philosophy

✓

Our executive compensation program supports this focus through several key objectives:is designed to pay for performance and link incentives to current and long-term sustained achievement of Company strategic and financial goals. It encourages our executive officers to think and act like owners, because they are owners and as such are compensated in significant part based on the performance of the Company.

Pay Objectives

•✓

Under our current leadership, the Company continues to pursue improvement in performance designed to drive top-line growth in sales and lay the foundation for scalable and sustainable long-term growth, profitability, and increased stockholder value. Our compensation objectives are designed to link incentives and rewards with current and long-term sustained achievement of these goals:



o

Attracting, retaining, and motivating  the best possible executive talent who have the experience and leadership skills capable of driving performance and top-line growth in sales;



•o

Creating value for our stockholders  by linking executive compensation to the achievement of measurable corporate objectives and the minimization of unreasonable or excessive risk-taking; and



•o

Paying for superior results  through a program that incentivizes and rewards achievement of both short-term and long-term organizational and functional objectives with a mix of compensation elements that place a significant portion of cash and equity compensation at risk.

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2017 EXECUTIVE SUMMARY

              Following is an executive summary of our 2017 executive compensation program:

Compensation Philosophy

✓

Our executive compensation program is designed to pay for performance and link incentives to current and long-term sustained achievement of Company strategic goals. It encourages our executive officers to think and act like owners, because they are owners and as such are compensated in significant part based on the performance of the Company.

Pay Elements

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Our 20172018 executive compensation program was comprised of three primary elements: base salaries, annual performance-based cash bonus incentive,incentives, and long-term incentives that includeinclude: (i) performance share units (PSUs) or cash awards (depending on position) based on three-year performance cycles, and equity awards (stock(ii) stock options, and (iii) restricted stock units). Financialunits. We believe financial metrics used for both the annual performance-based cash bonus incentive and long-term cash and PSU incentive grants drive stockholder value. The goals for our incentive plans are linked to the Company's financial and strategic business plans.



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ApproximatelyIn 2018, approximately 80% of our CEO's and 68%67% of our other named executive officers' target total compensation iswas performance based and made up of either annual cash incentives or long-term incentives.



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In 2017, our chief executive officer and chief financial officer compensation shifted to increase the portion of compensation paid in equity and based on performance. These executives received equity grants in the form of PSUs, instead of cash for that portion of the long-term incentive program. This change will be effective for all executive officers beginning in 2018.

Setting Compensation

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Executive compensation decisions are made by our independent compensation committee, which is currently comprised solely of independent directors.

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When making compensation decisions, our compensation committee receives input from its independent compensation consultant and receives recommendations from our CEO for herthe CEO's direct reports. Our compensation committee also reviews benchmarking data of the compensation paid by a peer group of restaurant companies selected byas one input into the compensation committee.pay decision process. Other factors that influence pay decisions include, but are not limited to: company performance, individual performance, succession planning, and retention.

Company Performance in 2017

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Our 2017 performance improved year-over-year with total revenues of $1.4 billion in 2017, an increase of 6.5% over 2016, and we achieved some of our expectations and performance goals, including pre-set company EBITDA goals for 2017 for both our annual bonus and long-term incentive programs. We achieved these results while making considerable progress on the critical changes we believe will make Red Robin successful in 2018 and beyond.



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Net income increased to $30.0 million in 2017 from $11.7 million in 2016.



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Comparable restaurant revenue increased 0.6% (using constant currency rates).

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✓

Comparable restaurant guest counts increased 0.4%.



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GAAP earnings per diluted share increased to $2.31 in 2017 from $0.87 in 2016.



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In our fiscal fourth quarter 2017, we outperformed the casual dining industry on Guest traffic for the sixth consecutive quarter and ended 2017 with positive same store sales. We outperformed the casual dining industry in Guest traffic for the 2017 fiscal year by approximately 310 basis points, making it the sixth consecutive year of outperformance as reported by Black Box Intelligence, a financial benchmarking report for the restaurant industry.

2017 Compensation Highlights

✓

The compensation committee did not make significant structural changes to our executive compensation program for 2017.2018. We believe this is consistent with the wishes of our stockholders, who have expressed overwhelming support (greater than 98% of votes cast) for our executive compensation program at each of our last three annual "say-on-pay" advisory votes.



✓

Based on our total compensation philosophy and peer compensation levels as well as successful individual performance, the compensation committee chose to increaseapproved salary levelsincreases for certain named executive officers in 2017.the beginning of 2018.



o

The salary of Ms. Post's salaryPost, our former President and Chief Executive Officer, was increased from $700,000$750,000 to $750,000.$800,000. Ms. Post retired from the Company effective as of April 3, 2019.



o

Ms. Stutz'sMr. Constant's salary increased from $400,000$500,000 to $475,000.$515,000.



o

Mr. Muhtar's salary increased from $375,000$385,000 to $385,000.$425,000, which increase also reflected his promotion from Senior Vice President and Chief Marketing Officer to Executive Vice President and Chief Concept Officer, effective January 1, 2018.



o

Mr. Kaplan's salary increased from $345,000$355,000 to $355,000.$365,000.



o

The salary of Ms. Stutz, our former Executive Vice President and Chief Operating Officer, was increased from $475,000 to $505,000. Her employment was terminated effective September 5, 2018 without cause.



✓

The basic structure and primary metric (EBITDA) of our annual performance-based cash bonus incentive program remained the same in 2017.2018.



o

Based on the achievement ofBecause we did not achieve pre-set company EBITDA goals for 2017,2018, our named executive officers receiveddid not receive a payout of their annual performance-based cash incentive at 72.64%for 2018.



o

The incentive modifier based on the achievement of off-premise sales was not triggered because the Company EBITDA target (compared to no payout received in 2016).was not achieved.



✓

The structure of our long-term incentive program opportunities remained the same in 20172018 for executives other thanour chief executive officer and chief financial officer. In 2018, the CEO and CFO, with 40% of long-term incentives delivered incompensation committee shifted the form of stock options, 20% delivered in the form of restricted stock units, and 40% delivered in the form of long-term cash incentives. For our CEO and CFO, 40%structure of the long-term incentives were payableincentive component for the remainder of our named and other executive officers to include more equity and less cash, similar to the approach adopted in PSUs instead2017 for our chief executive officer and chief financial officer.

Table of long-term cash incentives. Ms. Post received additional PSUs pursuant to her employment agreement related to her promotion to CEO in 2016.Contents

o

Certain of our executive officers' long-term incentive targets as a percent of salary were increased based on updatedto improve market informationcompetitiveness, recognize individual performance and individual performance.growth in roles, increase stockholder alignment, increase portion of "at risk" pay, and enhance retention. Ms. Post's long-term incentive target was increased from 250%275% to approximately 275%290%. Ms. Stutz'sMr. Constant's long-term incentive target was increased from 100%150% to 150%165%.

o

TableIn addition to the foregoing, the compensation committee considered and approved a one-time grant of ContentsRSUs to Mr. Constant in May 2018 with a grant date value of $850,000 and a five-year vesting schedule of 20% on each of the second, third, and fourth anniversaries of the grant and 40% on the fifth anniversary of the grant. This award was designed to recognize Mr. Constant's depth of experience, skilled management of stockholders, and the Company's need for continuity and continued development of CEO successors.

o

Because we did not meet threshold performance measures for the three-year EBITDA and ROICreturn on invested capital (ROIC) targets for the 2015-20172016-2018 long-term incentive cash award, our named executive officers did not receive a payout for that award (compared to payout at 29.75% of target for long-term cash incentives for the 2014-2016 performance period).award.

Governance Standards and Compensation Best Practices Currently in Effect

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Pay for performance focused executive compensation structure, with a significant portion of executive pay "at-risk"



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Independent compensation committee settingreviews and approves executive compensation advised bystructure and performance goals



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The compensation committee engages an independent compensation consultant



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Annual evaluation of potential risks of our executive compensation program



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No excise tax gross ups



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Double trigger required for cash severance and equity vesting upon a change in control (other than certain performance awards)



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No repricing of underwater options without stockholder approval



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Meaningful stock ownership guidelines for executives and board members



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Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors



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Clawback policy for the return of certain cash and equity executive incentive compensation in the event of a financial restatement



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Limited number of perquisites offered to our executives

Table of Contents 2017 Performance and Impact on Pay

       Under Ms. Post's leadership, the Company continues to pursue improvement in performance designed to drive top-line growth in sales and lay the foundation for scalable and sustainable long-term growth, profitability, and increased stockholder value. Our compensation objectives are designed to link incentives and rewards with current and long-term sustained achievement of these goals.


              Our 2017 performance improved year-over-year and we were able to achieve some of our expectations and performance goals. Based on this performance, our named executive officers met the performance goals necessary to achieve partial payout of the annual cash incentive. The long-term incentive program that covered the last three fiscal years did not pay out because the long-term performance goals were not met.

Executive Compensation Decision-makingDecision-Making

              The compensation committee determinesapproves target total direct compensation levels for named executive officers by establishing base salaries and setting annual and long-term incentive compensation targets.

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When appropriate, the committee also approves special awards and relatively modest perquisites. When determining target total direct compensation, the committee considers the following:The Company makes pay decisions based on a variety of factors, including:

•

Company performance and our pay for performance compensation program design.

•

Company strategy and alignment of incentives.incentives

•

Benchmarking data for our restaurant peer group for target total direct compensation (base salaries, short-term incentives, and long-term incentives), based on disclosure in peer proxiesproxy statements and other applicable survey data.data

•

Individual performance and areas of responsibility relative to the market data.data

•

Compensation relative to other executive officers in the Company.Company

•

Advice from the committee's independent compensation consultant.consultant

•

The CEO's recommendations with respect to the compensation of the executives who report directly to her,the CEO, including the other named executive officers.officers

•

Whether our compensation program encourages unnecessary or excessive risk taking.taking

•

Results of the Company's say-on-pay advisory votes in prior years.years

•

Management succession planning and retention.retention

Pay for Performance Alignment

              Our compensation program is designed to pay for performance and link incentives to current and long-term sustained achievement of Company strategic goals. Accordingly, a significant portion of our named executive officers' compensation, excluding base salary, is incentive based, and is comprised of performance-based short-term and long-term awards. Such compensation therefore varies in value and is at-risk of forfeiture or reduced payout if performance goals are not achieved for cash-based incentives, or loss of value if our performance does not drive increases in our stock price.price declines. Financial measures such as EBITDA (earnings before interest, taxes, depreciation, and amortization) and ROIC (return on invested capital) used for the annual bonus and long-term cash incentive grants are linked to the Company's strategic business plans that are reviewed and approved by our board of directors. Minimum financial targets must be achieved for any payouts of cash to be made under both the annual bonus and long-term incentive grants.compensation committee. Restricted stock units and stock options vest ratably over four years, the value of which is dependent, in whole or in part, on an increase in the Company's stock price.

              The annual cash incentives and the long-term incentives place a large portion of the executive's pay at risk because such pay will fluctuate or vary in value based upon the level of performance achieved by the Company. Because incentive awards are performance-based, they are at risk of forfeiture or reduced payout if performance goals are not achieved. Moreover, long-term equity awards are at risk of forfeiture if the executive does not remain with the Company until the equity vests and are at risk of reduced realized value based upon Company stock price at the date of exercise.

              20172018 Named Executive Officer At-Risk Compensation.     In 2017,2018, "at-risk" or "variable" pay (subject(incentive pay subject to forfeiture or partial or complete loss of value) comprised 80% of total target compensation for CEO compensation and 68%67% of total target compensation for the other named executive officers as a group and included short-term and long-term incentives.group. The charts below reflect the portion of our named executive officers' 20172018 total target compensation that is considered at risk or variable.risk.

CEO

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CEO

Other Named Executive Officers

Benchmarking

Restaurant Peer Group.    Restaurant peer group companies were selected and approved by the compensation committee upon the recommendation of management and itsthe committee's independent compensation consultant Aon Hewitt, and are based on their similarity to us with respect to several criteria, including revenue, size, and scope. Specifically, peers include U.S. public companies within the restaurant industry that have similar revenue and market value. The peer group used for 20172018 compensation benchmarking consists of the 2019 restaurant companies identified in the chart below. The Company ranked in the 54th percentile for its peer group in sales and 40th percentile in market value based on Aon Hewitt compensation analysis conducted in 2017.

              In 2017,2018, the compensation committee evaluated and updated its peers to the "New Peer Group" identified in the chart below. Bob Evans Farms,Buffalo Wild Wings, Inc. wasand Ruby Tuesday, Inc. were removed from the Company's peer group because it isthey are no longer a public reporting company. Ignite Restaurant Group, Inc. was also removed due to bankruptcy. Jack in the Box, Inc. was added based on similarities to the Company's

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peer group revenue and market capitalization criteria.companies. No other changes were made to the Company's peer group in 2017.2018. The New Peer Group will be used for setting 20182019 compensation.

20172018 Peer Group		New Peer Group
Bob Evans Farms,Biglari Holdings, Inc.		Biglari Holdings, Inc.
Biglari Holdings,BJ's Restaurants, Inc.		BJ's Restaurants, Inc.
BJ's Restaurants,Brinker International, Inc.		Brinker International, Inc.
Brinker International, Inc.		Buffalo Wild Wings, Inc.
Buffalo Wild Wings, Inc.		Carrols Restaurant Group, Inc.
Carrols Restaurant Group, Inc.		The Cheesecake Factory, Inc.
The Cheesecake Factory, Inc.		Cracker Barrel Old Country Store, Inc.
Cracker Barrel Old Country Store, Inc.		Denny's Corporation
Denny's Corporation		DineEquity, Inc.
DineEquity, Inc.		Domino's Pizza, Inc.
Domino's Pizza, Inc.		Fiesta Restaurant Group, Inc.
Fiesta Restaurant Group, Inc.		Jack in the Box, Inc.
Ignite Restaurant Group,Jack in the Box, Inc.		Noodles & Company
Noodles & Company		Papa John's International, Inc.
Papa John's International, Inc.		Ruby Tuesday,Ruth's Hospitality Group, Inc.
Ruby Tuesday, Inc.		Ruth's Hospitality Group, Inc.Sonic Corp.
Ruth's Hospitality Group, Inc.		Sonic Corp.Texas Roadhouse, Inc.
Sonic Corp.		Texas Roadhouse, Inc.The Wendy's Company
Texas Roadhouse, Inc.		The Wendy's Company
The Wendy's Company

              20172018 Compensation Setting.    The compensation committee uses competitive compensation data from the annual total compensation study of peer and other restaurant companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the compensation committee uses multiple reference points when establishing targeted compensation levels. The committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as

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company, business unit, and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, and succession planning.

Independent Compensation Consultant

              In 2017,2018, the compensation committee retained Aon HewittMeridian Compensation Partners, LLC ("Meridian") as its independent compensation consultant. The independent compensation consultant assists with the compensation committee's annual review of our executive compensation program, cash and equity compensation practices, ongoing development of our executive compensation philosophy, and acts as an advisor to the compensation committee on compensation matters as they arise. The compensation consultant also advises the compensation committee on compensation for the board of directors. The compensation committee evaluated Aon Hewitt'sMeridian's independence as its compensation consultant by considering each of the independence factors adopted by Nasdaq and the SEC. Based on such evaluation, the compensation committee believes that no conflict of interest exists that would prevent Aon HewittMeridian from independently representing the compensation committee. The compensation committee has retained Meridian Compensation Partners, LLC as its new independent compensation consultant in 2018. The compensation committee determined Meridian's independence pursuant to the Nasdaq and SEC requirements.

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Risk Mitigation

              The compensation committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking. The factors considered by the committee include:

•

the general design philosophy of our compensation policies and practices for employees whose behavior would be most affected by the incentives established by our compensation policies and practices, as such policies and practices relate to or affect risk taking by employees on our behalf, and the manner of their implementation;

•

our risk assessment and incentive considerations in structuring our compensation policies and practices or in awarding and paying compensation;

•

how our compensation policies and practices relate to the realization of risks resulting from the actions of employees in both the short term and the long term;

•

our policies regarding adjustments to our compensation programs and practices to address changes in our risk profile; and

•

material adjustments that we have made to our compensation policies and practices as a result of changes in our risk profile.

              The compensation committee believes that it has mitigated unnecessary risk taking in both the design of the compensation plans and the controls placed upon them because:

•

payouts under our annual and long-term incentive compensation plans are capped;

•

the compensation committee has the ability to reduce payouts under our annual incentive compensation plans in its discretion;

•

executives are subject to robust stock ownership guidelines;

•

executives are subject to anti-hedging policies with respect to our common stock;

•

the performance goals under our incentive programs relate directly to the business plan approved by the board of directors; and

•

there is an appropriate balance between our annual operating achievements and longer-term value creation, with a particular emphasis on longer-term value creation for our executives.

              The compensation committee completes this evaluation annually. Accordingly, based upon the foregoing, the Company believes that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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Consideration of Prior Say-on-Pay Advisory Votes

              At our 20172018 annual meeting of stockholders, holders of approximately 98.5%99.3% of the votes cast on such proposal approved the advisory vote ("say-on-pay") on the 20162017 compensation of our named executive officers, which was consistent with the level of support we received in 2017 and 2016, when 98.5% and 2015, when 98.2% and 99.0% of stockholders voted for our "say-on-pay" proposal.

              We believe the level of support we received from stockholders for the last three years was driven in part by our continued improvement in performance and our commitment to pay for performance and link incentives to current and long-term sustained achievement of Company strategic goals. The compensation committee did not make significant structural changes to our executive compensation program for 2017.2018. The compensation committee considered the results of the advisory vote when setting executive compensation for 20172018 and will continue to do so in future executive compensation policies and decisions.

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Key Components of our Executive Compensation Program

Base Salary

              Base salary provides a minimum level of remuneration to our named executive officers for their efforts. The compensation committee sets base salaries for our executives to reflect the scope of each executive's responsibilities, experience, and performance. The compensation committee reviews base salaries annually as part of the benchmarking process and adjusts them from time to time to account for relevant factors such as market changes, as documented by the compensation consultant.changes. The compensation committee also considers the CEO's evaluation of each executive's performance and reviews herthe CEO's salary recommendations for our executives.

Incentive-Based Compensation

              For our incentive-based compensation, the compensation committee utilizes a mix of performance metrics and time and tenure.different forms of LTI. Each type of metric serves a different purpose. The short-term (annual bonus)annual incentive and the cash (and PSU) componentPSU (which replaced long term cash) components of the long-term incentive awards are performance-based and require achievement of certain financial targets, measured over either one or three years. If the financial metrics are not achieved at a minimum threshold level at the end of the performance period, no payment (or shares) is earned or made. The equity portionEach of the grants vestsequity vehicles granted vest ratably over four years. The time-based vestingyears, other than the PSUs, which are currently "banked" over a three-year period and are payable at the end of the restrictedthird year. Restricted stock units a comparatively lesser portion of the total long-term incentive awards, isare used primarily for retention purposesto support stockholder alignment and to encourage stock ownership by executives, thereby aligning their interests with our stockholders.retention. The stock options vest over time but require improved stock price performance to realize value.value and provide long term direct stockholder alignment.

              Annual Performance-Based Incentive (Cash Bonus).Incentive. Annual performance-based cash bonusesincentives are intended to reward achievement of short-term operating goals andannual financial performance that are incremental todrives long-term, sustained creation of stockholder value. Our annual bonusesincentive goals are established with reference to the annual portion of our multi-year strategic plan and, although measured in one-year increments, are designed to tie each year's results into a long-term target. As the Company's business evolves and develops, the long-term targets may be revised with concurrent impact on each year's annual planning.plan. The annual performance metrics are financial-based measures that the compensation committee believes are aligned with our strategic goals described above. The compensation committee continually evaluates the measures against which we gauge our performance and may incorporate additional or alternative metrics to incentivize executives to achieve appropriate performance targets and respond to industry changes or market forces.

              Each of our executives is eligible to receive anparticipates in the annual cash bonus based on achievement of certain performance objectives, based on annual EBITDA.incentive plan under which the compensation committee uses EBITDA as the primary metric. The EBITDA measure was selected because we believe it best captures our operating results without reflecting the impact of decisions related to our growth, non-operating factors, and other matters. TheWe believe our EBITDA goal is intended to be aperformance goals require "stretch" goal, or challenging target,performance and is meant to encourageencourages superior performance.

              The 2017 Plan and the Cash Incentive Plan permit the compensation committee to adjust, in its discretion, EBITDA for non-cash, non-recurring, or unusual items.

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              The compensation committee approves any payouts earned under the annual bonusincentive program based on achievement of a predetermined range of minimum threshold, target, and maximum-level EBITDA and approves payout of the bonuses, if any, following review of actual results. Bonuses are based on a percentageresults at the end of the executive's salary and are set based on market and peer comparisons, and internal equity among other factors.year. The corresponding dollar payout value varies up or down depending on the actual EBITDA performance level. Bonuseslevel versus threshold, target, and maximum goals that are not payableset at all if the minimum thresholdbeginning of EBITDA is not achieved.the year. The compensation committee sets the EBITDA ranges each year based on performance expectations and other factors. The compensation

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committee may add or substitute performance measures in future years.No payouts are earned if the threshold EBITDA goal is not achieved. The compensation committee may also use various factors to exercise negative discretion when evaluating performance for purposes of awarding annual incentive compensation. Through fiscal year 2017, cash

              In addition, in 2018, the annual performance-based incentive plan included a modifier. The modifier was based on the achievement of off-premise sales, measured as a percentage of overall restaurant sales, in excess of a pre-determined increase to the Company's budgeted increase in off-premise sales. If off-premise sales increased above the threshold, the amount of any annual incentive program payout could have been increased by a percentage up to 120%. The modifier only applied if the annual EBITDA target would have been achieved. The Company grants the annual performance-based incentive awards were awarded and paid pursuant to the Cash Incentive Plan. Beginning in fiscal year 2018, the Company intends to grant all cash incentive awards, including annual bonus awards,if any, under the 2017 Plan.

              In addition, the compensation committee may approve special bonuses on an individual or group basis in recognition of extraordinary achievements, or to address other special situations. No such awards were made in 2017.

              Long-Term Performance-Based Incentives. The compensation committee determines the long-term incentive grants for the executive officers, including the named executive officers, by referencing toreviewing peer group and market data and analysis from its compensation consultant, impact of share usage and affordability, internal equity, and recommendations from the CEO.CEO, among other factors. The compensation committee believes that athe current mix of performance and time-basedservice-based incentives provides an element of performance risk for executives and encourages equity ownership, thereby aligningaligns the interests of executive officers with our stockholders.stockholders and was appropriate for 2018.

              Long-termThe 2018 long-term incentive grants consistconsisted of a mix of equity awards typically in the form of restricted stock units and stock options, and a long-term performance-based incentive component (the "LTIP"), payable in cashPSUs. We began using PSUs as the LTIP component beginning with the 2017 grants for participants other than the CEO or CFO or in PSUs in the case of theour CEO and CFO. TheyCFO, and continuing in 2018 for all other executives. Prior to that, the LTIP component was paid in cash. Through 2018, the long-term incentive award grants for our named executive officers consisted of 20% restricted stock units and 40% stock options (both of which vest ratably over four years), and a 40% LTIP. These awards are designed to focus management on our strategy of driving consistent, sustainable, achievement of long-term goals, both incrementally and over long performance periods. The annual granting of multi-year performance compensation (including performance targets measured annually over a three-year period)period beginning in 2017) is designed to ensure that the execution of our evolving strategic plan considers appropriate risks and returns and allows for initiatives that span several fiscal years.

              Currently, except as described below,Beginning in 2017, the long-term incentive awards for executives consist of an equity component comprised of 40% stock options and 20% restricted stock units (both of which vest ratably over four years), and a 40% LTIP. 2017 was the first year our LTIP component was payable in shares as PSUs for the CEO and CFO. We use stock options to align the interests of our executive officers with stockholders because value is realized only if the stock price appreciates (stock price performance) from the grant date. We use restricted stock units to help retain our executives and further align their interests with our stockholders.

              The LTIP component is payable if annual EBITDA or ROIC targets selected by the committee are achieved each yearfor that tranche within athe three-year performance period. When the performance measure has been met and approved by the compensation committee for a particular fiscal yeartranche during the three-year period of the award, that portion of units is determined orbut remains subject to a service-vesting requirement until the three-year period has concluded. That determined portion of units is considered "banked," but is not considered "earned" or vested and will not be delivered until the applicable three-year period has concluded. The annual EBITDA and ROIC LTIP metrics are independent of each other. TheFor the second tranche of the 2017 long-term incentive grant and the first tranche of the 2018 long-term incentive grant, the compensation committee selected an earnings metric (EBITDA) and an operational metric (Relative Guest Traffic) in the design of the LTIP to achieve a balance between earnings, growth, and driving Guest traffic relative to the restaurant industry (not limited to casual dining) and to effectively reward both. For the first tranche of the 2017 long term incentive grant, the compensation committee selected EBITDA and a return on investment metric (ROIC) in the design of the LTIP to achieve a balance between earnings, growth, and return on investment and to effectively reward both. BothLike the goals in our annual performance-based plan, all of the goals in the LTIP

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(EBITDA, goalROIC, and the ROIC goalRelative Guest Traffic) are intended to be "stretch" goals, or challenging targets, and are meant to encourage superior performance.

              The transition to annual goals measured and assessed over a three-year period reflects the challenges of multi-year forecasting in the current volatile restaurant operating environment, which continues to be impacted by changes in traditional consumer dining behavior, including a shift from traditional dine-in consumption to increased off-premise dining activity and the use of technology-based food ordering systems. The 2007 Plan 2017 Plan, and the Cash Incentive2017 Plan permit the compensation committee to adjust,make adjustments, in its discretion, EBITDA or ROIC for non-cash, non-recurring, or unusual items. While there is overlap with one of the metrics in our annual performance-based cash bonuses and LTIP

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awards (EBITDA), the compensation committee believedbelieves this wasis appropriate because the annual performance-based cash bonusincentive is focused on earnings in a particular year, whereas the individual annual EBITDA targets within LTIP are focused on year-to-year progress over the three-year performance period. The compensation committee believes that the longer-term nature of the LTIP links performance to our multi-year strategic plan and growth objectives while encouraging management's collaboration on strategic initiatives. In 2017, equity2018, all long-term performance-based incentive awards were granted under the terms of the Second Amended and Restated 2007 Performance Incentive Plan and the 2017 Performance Incentive Plan. In 2017, cash incentive awards payable under the LTIP were awarded pursuant to the terms of the Cash Incentive Plan. As noted above, beginning in fiscal year 2018, the Company intends to grant all incentive awards, including LTIP awards, under the 2017 Plan.

Employee Benefits

              We also provide certain other customary retirement and health and welfare benefits and other ancillary compensation to executives, which are in line with those offered to other groups of our employees, and which comprise a modest portion of our named executive officer compensation.

Modest Perquisites

              We offer a limited number of modest perquisites to our named executive officers, which include a car allowance, phone allowance, and in-restaurant meal discounts. In addition, where appropriate, we offer usual and customary relocation expense reimbursements including related tax reimbursements on relocation. We review the perquisites we offer to our executives and compare them to those offered by our competitors from time to time.

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Summary of 20172018 Compensation Activity

Base Salary

              Named executive officer salaries for 2017,2018, along with any corresponding increases from their 20162017 salaries, are set forth below. The compensation committee considers various factors when setting base salaries including peer compensation practices, market competitiveness, the Company's performance, individual contributions, growth in roles, enhance retention, CEO recommendations for herthe CEO's direct reports, and other relevant matters.

Named Executive Officer		2016 Salary			2017 Salary			% Change
Denny Marie Post, President and Chief Executive Officer		$	700,000		$	750,000			7.14	%
Guy J. Constant, Executive Vice President and Chief Financial Officer		$	500,000		$	500,000			-
Carin L. Stutz, Executive Vice President and Chief Operating Officer		$	400,000		$	475,000			18.75	%
Jonathan A. Muhtar, Executive Vice President and Chief Concept Officer		$	375,000		$	385,000			2.67	%
Michael L. Kaplan, Senior Vice President and Chief Legal Officer		$	345,000		$	355,000			2.90	%

Named Executive Officer		2017 Salary			2018 Salary			% Change
Guy J. Constant Executive Vice President and Chief Operating Officer		$	500,000		$	515,000			3.0	%
Jonathan A. Muhtar Executive Vice President and Chief Concept Officer		$	385,000		$	425,000			10.4	%
Michael L. Kaplan Senior Vice President and Chief Legal Officer		$	355,000		$	365,000			2.8	%
Denny Marie Post Former President and Chief Executive Officer		$	750,000		$	800,000			6.7	%
Beverly K. Carmichael Former Executive Vice President and Chief People, Culture and Resource Officer			(1	)	$	420,000			0	%
Carin L. Stutz Former Executive Vice President and Chief Operating Officer		$	475,000		$	505,000			6.3	%

              Each of

(1)

Ms. Post, Mr. Constant, Ms. Stutz, Mr. Muhtar, and Mr. Kaplan has an employment agreement withCarmichael joined the Company the termsin December 2017 at an annual base salary rate of $420,000, which are discussed below under "Executive Employment Agreements."

remained unchanged for fiscal year 2018.

Incentive-Based Compensation

              20172018 Annual Performance-Based Cash Incentives. For 2017, annual performance-based cash bonuses were contingent upon achievementthe primary component of an annual Company EBITDA target to focus our efforts on continuing to improve performance and maximizing stockholder returns. In fiscal year 2017, we continued to realize significant progress toward these goals, reporting increased revenues and sustainable cost reductions. We view these achievements as progress toward establishing best in class operations, profitability, and brand value.

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              Target bonus opportunities under our2018 annual performance-based cash incentive program, are equal to a pre-established percentage of the employee's base salary. Actual bonuses areactual payouts were determined by comparing the Company's fiscal year EBITDA to a target level of EBITDA for the year established by our compensation committee. Actual bonusPotential payout amounts can rangeranged from 0% to 200% of the executive's target bonus opportunity based on achievement of EBITDA ranging from 90% to 120% of the target level of EBITDA for the year. For 2017,2018, named executive officers did not receive an incentive opportunity because the minimum pre-set EBITDA target was not achieved.

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EBITDA Target and Preliminary Annual Incentive %

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EBITDA Target Achieved

Payout as a % of Target

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​

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Actual

​

87%

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0%

​

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​

​

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​

Minimum

90%

50%

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​

Target

100%

100%

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Maximum

³120%

200%

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​

​

              In addition, our 2018 annual performance-based cash incentive program included a modifier for off-premise sales relative to target levels of such sales for the year set forth in the board-approved budget for 2018, payable only if the EBITDA target was $149.0 million,achieved. Off-premise sales are a percentage

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of total restaurant sales, and we achieved 94.5%the plan target for 2018 of 9.6% was based on a 2.3% increase over 2017. The modifier could have increased payout by up to 120% of the EBITDA target incentive had off-premise as a percent of total sales achieved 11.6% for the year. For 2018, the incentive modifier was not triggered because the Company EBITDA target was not achieved. Had the EBITDA target been achieved, a partial payout relative to the modifier would have been achieved, because 2018 off-premise sales was 9.9% of total sales.

              Each of our named executive officers has a target opportunity expressed as a percentage of the executive's salary and is set based on, our 2017 EBITDA of approximately $140.9 million which resulted in a payout of 72.6% of each named executive officer target bonus opportunity.

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EBITDA Target and Preliminary Bonus %

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EBITDA Target Achieved

Bonus Payout as a % of Target

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Minimum

90%

50%

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Actual

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94.5%

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72.6%

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Target

100%

100%

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Maximum

³120%

200%

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​

among other factors, market and peer comparisons, and internal equity. The actual amounts of our 20172018 annual performance-based cash incentives paid to our named executive officers in March 20182019 for fiscal 20172018 performance are as follows.follows:

Named Executive Officer(1)		2018 Annualized Salary			Target (% of Actual Salary)			$ Amount at Target			2018 Actual Payout
G. Constant		$	515,000			75	%	$	386,250		$	0
J. Muhtar		$	425,000			75	%	$	318,750		$	0
M. Kaplan		$	365,000			70	%	$	255,500		$	0
Former Executives
D. Post		$	800,000			120	%	$	960,000		$	0
B. Carmichael		$	420,000			70	%	$	294,000		$	0

---

Named Executive Officer		2017 Annualized Salary			Bonus at Target (% of Actual Salary)			$ Bonus at Target			2017 Actual Bonus
D. Post		$	750,000			120	%	$	900,000		$	653,777
G. Constant		$	500,000			70	%	$	350,000		$	254,247
C. Stutz.		$	475,000			75	%	$	356,250		$	258,787
J. Muhtar		$	385,000			70	%	$	269,500		$	195,770
M. Kaplan		$	355,000			70	%	$	248,500		$	180,515

(1)

Ms. Stutz is not included in the above table because she was not eligible to receive an annual performance-based cash incentive due to her termination prior to the end of the fiscal year.

---

              20172018 Long-Term Incentive ("LTI") Program. The 20172018 LTI grants made to named and other executive officers followed the same program mix implemented in 2011 and used through 2016. For our executives, the program consists of an equity component comprisedconsisted of 40% stock options, and 20% restricted stock units, (both of which vest ratably over four years), and a 40% LTIP component (payablepayable in cash or PSUs, depending on executive, as described further below) measured by annual company performance periods over three-years.PSUs.

20172018 Long-Term Incentive Grants. In February 2017,March 2018, the Company made the following annual grants to our named executive officers in the form of LTIP awards, options, and restricted stock units under the 2007 Plan and the Cash Incentive Plan. As described above, an executive's total target incentive isofficers:

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comprised of 40% long-term performance-based cash or PSUs (depending on the executive), 40% stock options, and 20% restricted stock units.

Named Executive Officer		Total Long-Term Incentive Target Value ($)			Long-Term Incentive PSUs ($)			Long-Term Incentive Cash ($)			Non-Qualified Stock Options ($)			Time-Based Restricted Stock Units ($)				Total Long-Term Incentive Target Value ($)			Long-Term Incentive PSUs ($)			Non-Qualified Stock Options ($)			Time-Based Restricted Stock Units ($)
D. Post			2,205,000			1,050,000			-			770,000			385,000
G. Constant			1,000,000			400,000			-			400,000			200,000				849,750			339,900			339,900			169,950
C. Stutz			600,000			-			240,000			240,000			120,000
J. Muhtar			525,000			-			210,000			210,000			105,000				595,000			238,000			238,000			119,000
M. Kaplan			310,500			-			124,200			124,200			62,100				328,500			131,400			131,400			65,700
Former Executives
D. Post																			2,320,000			928,000			928,000			464,000
B. Carmichael																			504,000			201,600			201,600			100,800
C. Stutz																			833,250			333,300			333,300			166,650

(1)

Ms. Post received additional PSUs pursuant to her employment agreement related to her promotion to CEO

              The amounts listed in 2016.

the table above represent the target intended value of the grant. The estimated fair value of each option granted is calculated using the Black-Scholes multiple option-pricing model. The fair value of the restricted stock units and performance stock units is based on the grant date market value of the common shares.

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Long-Term Cash Portion (for Executive Officers other than CEO and CFO)Performance-Based PSUs. In 2017, for our executive officers other than our chief executive officer and chief financial officer, the LTIP portion of the performance plan is focused on the achievement of important operational metrics over a three-year period. The awards consist of three distinct tranches measured annually over a three-year performance cycle. Performance is measured annually based on a range of minimum threshold, target, and maximum level. In 2017, there are two independent metrics used that provide an appropriate balance between capital efficiency and operational results. The first metric is EBITDA, which allows progress toward the EBITDA goal to be established and measured annually over a three-year performance period. The second metric is ROIC, which recognizes that capital-related returns may take time to manifest. The goals are equally weighted, and the payouts will depend upon the achievement level of each metric. When the performance measure has been met and approved by the compensation committee for a particular fiscal year during the three-year period of the award, that portion of units is determined or "banked," but is not considered "earned" or vested and will not be delivered until the three-year period has concluded. The move towards annual measures over the three-year performance period provides flexibility for the compensation committee in establishing appropriate goals during uncertain times as the industry continues to adapt to changing consumer habits.

              The same LTI cash award metrics and methodology were implemented for years 2011 through 2017. In 2018, the compensation committee shifted the structure of the long-term incentive component for the remainder of our named and other executive officers to include more equity and less cash, similar to the approach adopted in 2017 for our chief executive officer and chief financial officer. See "—2018 Compensation Program" below.

Long-Term Performance-Based Equity Portion (for CEO and CFO). In 2017, we shifted2018, the 40% long-term incentive component for our chief executive officer and chief financial officer compensation from cash towas comprised of equity grants in the form of PSUs, with the other components otherwise remaining the same, as follows:

•

Ms. Post, our chief executive officer received a PSU grant representing 22,340 shares of

Named Executive Officer		Long-Term Incentive PSUs			Grant Date Fair Value ($)
G. Constant			5,549			339,900
J. Muhtar			3,885			238,000
M. Kaplan			2,145			131,400
Former Executives
D. Post			15,151			928,000
B. Carmichael			3,291			201,600
C. Stutz			5,441			333,300

              In 2018, the Company's common stock (at target), which had a grant date fair value (at target) of $1,050,000. Ms. Post received additionalLTIP metrics for the PSUs pursuant to her employment agreement related to her promotion to CEO in 2016.

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•

Mr. Constant, our chief financial officer received a PSU grant representing 7,332 shares of the Company's common stock (at target), which had a grant date fair value (at target) of $400,000.

              The PSU awards cliff-vest at the end of a three-year performance cycle, generally subject to executive's continued employment through the applicable vesting date, with the number of PSUs determined based on achievement of threshold, target or maximum performance objectives approved by the compensation committee and that are consistent with the long-term cash program for executive officers described below. In 2017 the metrics were EBITDA and ROIC. The CEORelative Guest Traffic. Relative Guest Traffic is measured relative to top quartile performers in the restaurant industry (not limited to casual dining) as set by Black Box Intelligence, a financial benchmarking report for the restaurant industry, and CFO will earn noheld constant through the year. No PSUs are earned if threshold performance objectives are not met and will earnup to 200% of the target number of PSUs will be earned if maximum performance objectives are achieved. Beginning in 2017, the LTIP targets are set annually as a result of the current volatile restaurant operating environment, but no payout can be earned until the end of the three year performance period.

2015-20172016-2018 LTI Cash Incentives. At the end of 2017,2018, the Company completed a three-year performance cycle for the long-term cash incentive portion of the LTI plan. The performance period covered fiscal 20152016 through fiscal 2017.2018. The 20152016 LTI cash awards represented 40% of the executive's total 20152016 LTI award. Based on EBITDA and ROIC performance, our executive officers did not earn an LTI cash payout, as reflected in the tables below.

              For the 2015-20172016-2018 LTI cash incentive, our target (100%) level EBITDA objective was approximately $484.9$573.7 million. The range of EBITDA objectives to achieve aan LTI cash payout based on EBITDA was 90% of target EBITDA for the minimum threshold level, and 120% of target EBITDA for the maximum level (which corresponds to a 50% to 200% target payout range). Our EBITDA achievement for 2015-20172016-2018 was $415.9$401.9 million, which was 85.8%70.1% of the target EBITDA level, which was below minimum of the target EBITDA level, and therefore generated no corresponding payout.

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EBITDA Target and Preliminary Payout %

EBITDA Target and Preliminary Payout %

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EBITDA Target Achieved

Payout as a % of Target

EBITDA Target Achieved

Payout as a % of Target

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​

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Actual

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85.8%

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0%

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Actual

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70.1%

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0%

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Minimum

90%

50%

Minimum

90%

50%

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Target

100%

100%

Target

100%

100%

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Maximum

³120%

200%

Maximum

³120%

200%

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              Our target (100%) level ROIC objective for the 2015-20172016-2018 performance period was approximately 12.1%14.05%. The range of ROIC objectives to achieve aan LTI cash payout based on ROIC was 87.7%89.4% of target ROIC for the minimum threshold level, and 109.9%108.5% of target ROIC for the maximum level, with a corresponding multiple range that decreased or increased the payout of the executive's target LTI cash incentive. Our ROIC achievement for 2015-20172016-2018 was 70.5%8.12%, which was 57.9%, which was below minimum of the target ROIC level, and therefore generated no corresponding payout.

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ROIC Target and Preliminary Payout %

ROIC Target and Preliminary Payout %

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​

ROIC Target Achieved

Payout as a % of Target

ROIC Target Achieved

Payout as a % of Target

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​

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​

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​

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Actual

​

70.5%

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0%

​

Actual

​

57.9%

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0%

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​

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​

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Minimum

87.7%

1%

Minimum

89.4%

1%

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​

​

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Target

100%

100%

Target

100%

100%

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Maximum

³109.9%

180%

Maximum

³108.5%

180%

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Stock Options. The stock options that were granted in 20172018 vest ratably over four years on each anniversary date of the grant, which is designed to align incentives with longer-term achievement of objectives. The exercise price of the stock options was set at our closing share price on the date of grant. This means the stock options will have no value unless our share price on the date the option is exercised is greater than the exercise price. Beginning in 2019, the long-term incentive plan will no longer include stock options as part of the equity component of such plan. See "—2019 Compensation Program" below.

Restricted Stock Units. The restricted stock units granted in 20172018 vest ratably over four years on each anniversary date of the grant.

2018 Retention Grant to Mr. Constant

              In addition to the above activity, the compensation committee considered and approved an award of RSUs to Mr. Constant in May 2018. This award was designed to increase Mr. Constant's alignment with stockholders and recognize his depth of experience, skilled management of stockholders, and the Company's need for continuity and continued development of CEO successors. The award consisted of RSUs having a grant date fair value of $850,000 and a five-year vesting schedule of 20% on each of the second, third, and fourth anniversaries of the award and 40% on the fifth anniversary of the award.

2019 Compensation Program

              Our 2018The Company continually assesses our compensation program has substantiallyto ensure it supports our business strategy and situation. For 2019, the same key components as our 2017 program except forannual incentive plan now embeds the shiftstrategic objectives in addition to increase the portion of compensation paid in equityEBITDA goal, and based on performance to all executive officers by making equity grants in the form of PSUs instead of cash for that portion of the long-term incentive program as described above.will consist of 67% weighted in PSUs and 33% weighted in RSUs for the named executive officers, thereby further shifting executive compensation to performance-based awards. In addition, the metrics for the 2019 PSU tranches will be based on the achievement of EBITDA and ROIC.

Deductibility of Executive Compensation

              The compensation committee considers the tax impacts of material elements of our executive compensation program. These factors alone do not drive our compensation decisions, but rather they

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are considered along with other factors such as the cash and non-cash impact of the program, and whether the program is consistent with our compensation objectives.

              The compensation committee has historically generally intended to structure our executive compensation in a manner designed to qualify for deductibility under Section 162(m) of the Internal Revenue Code, provided additional requirements are satisfied. The exemption from Section 162(m)'s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

              Despite the compensation committee's efforts in the past to structure our executive compensation in a manner designed to qualify for deductibility under Section 162(m), because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)'s exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, while we consider deductibility as one factor in determining executive compensation, in some cases we may decide that it is either not possible or desirable to satisfy all of the conditions of Section 162(m) for deductibility and still meet our compensation needs. Accordingly, we may pay compensation that is not deductible under Section 162(m) from time to time.

Executive Compensation Policies and Guidelines

Executive Employment Agreements

              Each of Ms. Post, Mr. Constant, Mr. Muhtar, Ms. Stutz, and Mr. Kaplan has an employment agreement with the Company, described below under "Executive Employment Agreements." In addition, Ms. Schweinfurth has an employment agreement with the Company, which was entered into in January 2019. The employment agreements have indefinite terms, terminating on discontinuance of employment in accordance with the terms of the agreements. The agreements provide for severance payments upon certain terminations of employment (both before and after a change in control of the Company).employment. The compensation committee believes that the terms of these agreements together with the Change in Control Plan are in line with market standards

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and are an important means to allow management to continue to focus on running the business of the Company in the event of a pending or actual change in control event or other event potentially affecting their employment. More detailed information concerning these severance payments appears below under the caption "Potential Payments upon Termination or Change in Control."

Executive Stock Ownership Guidelines

              Stock ownership guidelines have been in effect for the Company's executive officers and directors since March 2009. (See "Corporate Governance and Board Matters—Director Stock Ownership Guidelines" in this proxy statement for ownership guidelines for directors). The compensation committee believes that executive stock ownership requirements increase alignment of executive interests with those of stockholders with respect to long-term ownership risk. The guidelines require executive officers to achieve and maintain during the term of the executive's employment a dollar value of Company's securities based on a multiple of base salary. In 2017, theThe current ownership guideline values were adjustedguidelines require our CEO to own five times base salary, for our CEO, three times base salary for executive vice presidents, and two times base salary for senior vice presidents. Pursuant to the guidelines, the value of the executive's holdings is based on the cumulative cost basis of Company securities held, which is calculated using the price of the Company's common stock at the date of acquisition. All forms of equity owned of record or beneficially, including vested in-the-money options, are credited toward the guidelines. The executive officers have five years to achieve the guidelines from their effective date of employment or promotion date. An executive officer may receive additional time

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to achieve his or her minimum requirement if the officer's requirement is increased, calculated based on the additional incremental amount. The compensation committee periodically reviews the guidelines and receives guidance and market data from its advisors.

              The following table sets forth the ownership guidelinesamount, and the holdings ofcommittee may otherwise exercise discretion in extending the namedtime for compliance in other circumstances. All our executive officers as of March 16, 2018, valued atare currently in compliance with the acquisition dates pursuant to our executive stock ownership guidelines:guidelines.

Named Executive Officer		Ownership Guideline		Current Dollar Value of Guideline			Cumulative Cost Basis
D. Post		5x salary		$	3,750,000		$	2,086,959(1	)
G. Constant		3x salary		$	1,500,000		$	763,672(2	)
C. Stutz		3x salary		$	1,425,000		$	703,902(3	)
J. Muhtar		3x salary		$	1,155,000		$	534,554(4	)
M. Kaplan		2x salary		$	710,000		$	284,803(5	)

---

(1)

To be achieved by August 2021.

(2)

To be achieved by December 2021.

(3)

To be achieved by May 2021.

(4)

To be achieved by December 2020.

(5)

To be achieved by October 2018.

Compensation Clawback Policy

              In March 2012, theThe Company's board of directors adoptedmaintains a compensation clawback policy for its executive officers that provides for the recoupment by the Company of certain excess incentive compensation paid to the officers under certain circumstances. In the event of a restatement of the Company's previously issued financial statements as a result of either (i) material non-compliance with financial reporting requirements under the securities law or (ii) intentional misconduct by an executive,

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the Company may recover, to the extent permitted by law, certain incentive compensation, including equity and cash awards, received by the executive that was in excess of what would have been paid in the absence of the incorrect financial statements. If additional clawback rules are approved by the SEC, the Company would be required towill review and revise its clawback policy to comply with the new rules.

Pledging and Hedging Transactions in Company Securities

              In 2014, theThe board adoptedhas a formal policy prohibiting hedging and pledging of Company securities by executive officers and directors. The policy is set forth in the Company's Insider Trading Policy. All directors and executive officers have confirmed that they are currently in compliance with the policy.

Compensation Committee Report

              The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with the Company's management. Based on this review and discussion, the compensation committee recommended to the Company's board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

Kalen F. Holmes, Chair
Cambria W. Dunaway
Richard J. Howell
Glenn B. Kaufman
Aylwin B. Lewis

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20172018 Executive Compensation Tables

Summary Compensation Table

              The following table sets forth summary information concerning compensation awarded to, earned by, or accrued for services rendered to the Company in all capacities by our principal executive officer, principal financial officer, and each of our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 20172018 (collectively, the named executive officers), for fiscal years 20152016 through 2017:2018:

Name and Principal Position		Year		Salary ($)(4)		Bonus ($)(5)		Stock Awards ($)(6)		Option Awards ($)(7)		Non-Equity Incentive Plan Compensation ($)(8)		All Other Compensation ($)(9)		Total ($)		Year		Salary ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)(5)		Non-Equity Incentive Plan Compensation ($)(6)		All Other Compensation ($)(8)		Total ($)
Denny Marie Post		2017		744,237				1,434,957		769,690		653,777		18,901		3,621,862
President and Chief		2016		539,544		-		217,565		435,281		51,408		15,916		1,259,714
Executive Officer		2015		392,700		-		98,143		196,330		548,728		13,309		1,249,210
Guy J. Constant(1)		2017		500,000				599,941		399,989		254,247		13,397		1,767,574		2018		501,924		-		1,359,742		339,878		-		13,126		2,214,670
Executive Vice President and Chief Financial Officer		2016		15,385		200,000		-		-		-		516		215,901
Carin L. Stutz(2)		2017		466,355		-		119,991		239,985		258,787		13.257		1,098,375
Executive Vice President and Chief Operating Officer		2016		246,156		172,308		137,494		137,664		-		21,825		715,447
Jonathan A. Muhtar(3)		2017		383,854		-		104,998		209,987		195,770		13,845		908,454
Executive Vice President and																		2017		500,000		-		599,941		399,989		254,247		13,397		1,767,574
Chief Operating Officer																		2016		15,385		200,000		-		-		-		516		215,901
Jonathan A. Muhtar																		2018		416,059		-		356,904		237,985		-		13,388		1,024,336
Executive Vice President and		2016		375,000		200,000		354,934		460,298		-		133,894		1,524,126		2017		383,854		-		104,998		209,987		195,770		13,845		908,454
Chief Concept Officer		2015		14,423		-		-		-		262,500		415		277,338		2016		375,000		200,000		354,934		460,298		-		133,894		1,524,126
Michael L. Kaplan		2017		353,842		-		62,087		124,194		180,515		14,147		734,785		2018		355,865		-		197,041		131,384		-		14,070		698,360
Senior Vice President and		2016		343,850		-		60,246		120,592		31,908		14,183		570,779		2017		353,842		-		62,087		124,194		180,515		14,147		734,785
Chief Legal Officer		2015		335,000		-		53,562		107,192		288,615		13,455		797,824		2016		343,850		-		60,246		120,592		31,908		14,183		570,779
Former Executives
Denny Marie Post																		2018		774,040		-		1,391,968		927,977		-		18,345		3,112,330
President and Chief																		2017		744,237		-		1,434,957		769,690		653,777		18,901		3,621,862
Executive Officer																		2016		539,544		-		217,565		435,281		51,408		15,916		1,259,714
Beverly K. Carmichael																		2018		405,462		200,000		502,315		351,568		-		13,177		1,472,522
Executive Vice President and Chief People, Culture and Resource Officer
Carin L. Stutz(7)																		2018		349,097		-		499,861		333,296		-		517,512(7)		1,699,766
Executive Vice President and																		2017		466,355		-		119,991		239,985		258,787		13,257		1,098,375
Chief Operating Officer																		2016		246,156		172,308		137,494		137,644		-		21,825		715,447

---

(1)

Mr. Constant joined the Company in December 2016. The base salary reported for Mr. Constant in 2016 is prorated for the period of time he provided services to us in fiscal 2016. Mr. Constant's annual base salary in 2016 was $500,000.

(2)

Ms. Stutz joined the Company in May 2016. The base salary reported for Ms. Stutz in 2016 is prorated for the period of time she provided services to us in fiscal 2016. Ms. Stutz's annual base salary in 2016 was $400,000.

(3)

Mr. Muhtar joined the Company in December 2015. The base salary reported for Mr. Muhtar in 2015 is prorated for the period of time he provided services to us in fiscal 2015. Mr. Muhtar's annual base salary in 2015 was $375,000.

(4)

Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of salary into the Deferred Compensation Plan.

(5)(3)

Amounts under Bonus represent one-time sign-on bonuses received by Messrs. Constant and Muhtar and Ms. StutzCarmichael in connection with their joining the Company.

(6)(4)

Amounts under Stock Awards represent the aggregate grant date fair value of restricted stock units and performance stock units for Ms. Post and Mr. Constant awarded in 20172018 (in the case of the PSUs, based on the achievement of the applicable performance goals at target), computed in accordance with the accounting guidance for accounting for stock compensation for fiscal years 2018, 2017, 2016, and 2015. For the PSUs, assuming the achievement of the maximum performance

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objectives, the values in 2017 would for Ms. Post $1,995,000; and for Mr. Constant: $760,000.2016. See "Outstanding Equity Awards at 20172018 Fiscal Year-End" below for a listing of restricted stock unit and PSU awards outstanding for each named executive officer as of December 31, 2017.30, 2018.

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(7)(5)

Amounts under Option Awards represent the aggregate grant date fair value of such awards computed in accordance with the accounting guidance for accounting for stock compensation for fiscal years 2018, 2017, 2016, and 2015.2016. See Note 15 to our financial statements included in our annual report on Form 10-K for the fiscal yearyears ended December 30, 2018 and December 31, 2017, and Note 16 to our financial statements included in our annual report on Form 10-K for the fiscal yearsyear ended December 25, 2016, and December 27, 2015, for descriptions of the methodologies and assumptions we used to value option awards.

(8)(6)

The amount shown for each named executive officer in the "Non-Equity Incentive Plan Compensation" column is reported for the year in which such amount is earned, even though it is paid in the immediately following year. Amounts in the 20172018 "Non-Equity Incentive Plan Compensation" column above consist entirely of the 2017 Annual Performance Based Cash Incentive Payout2018 annual performance-based cash incentive payout to the named executive officers. Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of bonusthe annual incentive award or LTI cash award payouts into the Deferred Compensation Plan.

(9)(7)

Ms. Stutz joined the Company in May 2016 and departed from the Company in September 2018. The base salary reported for Ms. Stutz in each of 2016 and 2018 is prorated for the period of time she provided services to us in 2016 and 2018, respectively. Ms. Stutz's annual base salary in 2016 was $400,000, and $505,000 in 2018. The amount in the "All Other Compensation" column includes a severance payment pursuant to Ms. Stutz's agreement upon her departure from the Company.

(8)

Amounts in the "All Other Compensation" column consist of the following payments we paid to or on behalf of the named executive officers.

Name		Year		Car Allowance ($)(a)		Phone Allowance (b)		Meal Discounts ($)(c)		Life Insurance/ LT Disability Premium Payments ($)(d)		Total ($)		Year		Car Allowance ($)(a)		Phone Allowance (b)		Meal Discounts ($)(c)		Life Insurance/ LT Disability Premium Payments ($)(d)		Company Match under Non-Qualified Deferred Compensation Plan ($)		Separation of Service Agreement payments ($)		Total ($)
Denny Marie Post		2017		15,000		1,620		1,301		980		18,901
Guy J. Constant		2017		10,200		1,620		705		872		13,397		2018		10,200		1,620		422		884		-		-		13,126
Carin L. Stutz		2017		10,200		1,620		571		866		13,257
Jonathan A. Muhtar		2017		10,200		1,620		1,193		832		13,845		2018		10,200		1,620		722		846		-		-		13,388
Michael L. Kaplan		2017		10,200		1,620		1,507		820		14,147		2018		10,200		1,620		1,427		823		-		-		14,070
Former Executives
Denny Marie Post														2018		15,000		1,620		744		981		-		-		18,345
Beverly K. Carmichael														2018		10,200		1,620		478		879		-		-		13,177
Carin L. Stutz														2018		7,454		1,184		300		574		3,000		505,000(e)		517,512

---

(a)

All executives and certain other employees receive monthly car allowances.

(b)

All executives and certain other employees receive monthly phone allowances.

(c)

Various forms of meal discounts are provided to executives and all other employees. The amounts reported in this column are valued at the incremental cost to our Company and are based on approximately 60% of the cost of the meal, which represents the average cost of goods and labor.

(d)

Long-term disability insurance and life insurance are provided to executives and certain other employees and paid by the Company. The value represents the premiums paid by the Company on behalf of the named executive officer.

(e)

Amounts payable to Ms. Stutz under her employment agreement.

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Grants of Plan-Based Awards

              The following table provides additional information about equity awards and non-equity incentive plan awards granted to our named executive officers during fiscal 2017:2018:

										All Other Stock Awards: Number of Shares of Stock (#)		All Other Option Awards: Number of Securities Underlying Options (#)														All Other Stock Awards: Number of Shares of Stock (#)		All Other Option Awards: Number of Securities Underlying Options (#)
				Estimated Future Payouts Under Non-Equity Incentive Plan Awards												Grant Date Fair Value of Option and Stock Awards ($)(3)				Estimated Future Payouts Under Non-Equity Incentive Plan Awards												Grant Date Fair Value of Option and Stock Awards ($)(2)
														All Other Option Awards: Number of Securities Underlying Options (#)																All Other Option Awards: Number of Securities Underlying Options (#)
		Grant Date		Threshold ($)		Target ($)		Maximum ($)										Grant Date		Threshold ($)		Target ($)		Maximum ($)
Denny Marie Post		2/24/2017(1)		450,000		900,000		1,800,000		-		45,997(4)				769,990
Guy J. Constant																3/15/2018(1)		193,125		386,250		927,000		-		14,510(3)		339,878
										8,191(5)		-		-		384,977										2,774(4)		-		-		169,907
										22,340(7)						1,049,980										5,549(5)		-		-		339,876
Guy J. Constant		1/03/2017(1)		175,000		350,000		700,000		-		20,695(6)		54.55		399,989
																		5/30/2018								16,881(6)		-		-		849,958
Jonathan A. Muhtar																		3/15/2018(1)		159,375		318,750		765,000		-		10,160(3)		61.25		237,985
																										1,942(4)		-		-		118,947
																										3,885(5)		-		-		237,956
Michael L. Kaplan																		3/15/2018(1)		127,750		255,500		613,200		-		5,609(3)		61.25		131,383
																										1,072(4)		-		-		65,660
																										2,145(5)		-		-		131,381
Former Executives
Denny Marie Post(7)																		3/15/2018(1)		480,000		960,000		2,304,000		-		39,617(3)		61.25		927,977
																										7,575(4)		-		-		463,969
																										15,151(5)		-		-		927,999
Beverly K. Carmichael																		1/5/2018								-		7,267(8)		54.05		149,984
																										3,700(8)		-		-		199,985
																		3/15/2018(1)		147,000		294,000		705,600		-		8,606(3)		61.25		201,584
										3,666(6)		-		-		199,980										1,645(4)		-		-		100,756
										7,332(7)						399,961										3,291(5)		-		-		201,574
Carin L. Stutz		2/24/2017(1)		178,125		356,250		712,500		-		14,336(4)		47.00		239,985		3/15/2018(1)		189,375		378,750		909,000		-		14,229(3)		61.25		333,296
		2/24/2017(2)		60,006		240,024		456,045		2,553(5)		-		-		119,991										2,720(4)		-		-		166,600
Jonathan A. Muhtar		2/24/2017(1)		134,750		269,500		539,000		-		12,544(4)		47.00		209,986
		2/24/2017(2)		52,504		210,015		399,028		2,234(5)		-		-		104,998										5,441(5)		-		-		333,261
Michael L. Kaplan		2/24/2017(1)		124,250		248,500		497,000		-		7,419(4)		47.00		124,194
		2/24/2017(2)		31,055		124,219		236,016		1,321(5)		-		-		62,087

---

(1)

Amounts reflect potential annual bonusincentive payouts to the named executive officers which depend on satisfaction of Company EBITDA targets in fiscal 2017.2018. See "Compensation Discussion and Analysis—Key Components of our Executive Compensation Program—Incentive-Based Compensation—Annual Performance-Based Incentive (Cash Bonus)"Incentive" for further information.

(2)

Amounts reflect potential payouts under a long-term cash performance awards granted to the named executive officers under the 2007 Plan. The awards will cliff vest at the end of the 2017-2019 three-year performance cycle. Performance will be measured over the three years based on a range of minimum threshold, target, and maximum level. Performance goals are established for each of three performance intervals under the awards on or prior to the 90^th day of each such performance interval. In the performance interval ending December 31, 2017 there were two independent metrics used: (A) ROIC and (B) EBITDA. The goals are equally weighted, and the payouts may be different depending on the achievement level of each metric. For further information on the terms of the long-term cash performance awards, see the discussion under "Compensation Discussion and Analysis—Summary of 2017 Compensation Activity—Incentive-Based Compensation—2017 Long-Term Incentive ("LTI") Program."

(3)

See Note 15 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 201730, 2018 for descriptions of the methodologies and assumptions we use to value option awards pursuant to the guidance for accounting for stock compensation.

(4)(3)

Options were granted pursuant to the 20072017 Plan. The options are scheduled to vest 25% on each of the first, second, third, and fourth anniversaries of the date of grant subject to continuing employment or service with the Company. Options are exercisable for ten years from the date of issuance, as defined in the 20072017 Plan, subject to certain other conditions.

(5)(4)

Comprises time-based restricted stock units granted pursuant to the 20072017 Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of common

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stock. The units are scheduled to vest 25% on each of the first, second, third, and fourth anniversaries of the date of grant subject to continuing employment or service with the Company.

(6)

Mr. Constant received a new hire award in January 2017 that is comprised of stock options and time-based restricted stock units granted pursuant to the 2007 Plan. Both the stock options and restricted stock units are scheduled to vest 25% on each of the first, second, third and fourth anniversaries of the date of grant subject to continuing employment or service with the Company.

(7)(5)

Amounts reflect target payouts under long-term PSU awards granted to the chief executive officer and chief financial officer under the 2017 Plan. The awards will cliff vest at the end of the 2017-20192018-2020 three-year performance cycle. Performance will be

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measured over the three years based on a range of minimum threshold, target, and maximum levels. Performance goals are established for each of three performance intervals under the awards on or prior to the 90^th day of each such performance interval. In the performance interval ending December 31, 201730, 2018 there were two independent metrics used: (A) ROICEBITDA and (B) EBITDA.Relative Guest Traffic. The goals are equally weighted, and the payouts may be different depending on the achievement level of each metric. For further information on the terms of the long-term performance stock unit awards, see the discussion under "Compensation Discussion and Analysis—Summary of 20172018 Compensation Activity—Incentive-Based Compensation—20172018 Long-Term Incentive ("LTI") Program."

(6)

Mr. Constant received a retention award in May 2018 that is comprised of time-based restricted stock units granted pursuant to the 2017 Plan. The restricted stock units are scheduled to vest 20% on each of the second, third, and fourth anniversaries and 40% on the fifth anniversary of the date of grant subject to continuing employment or service with the Company.

(7)

Ms. Post retired as President and Chief Executive Officer of the Company effective as of April 3, 2019.

(8)

Ms. Carmichael received a new hire award in January 2018 that was comprised of stock options and time-based restricted stock units granted pursuant to the 2017 Plan. Both stock options and restricted stock units were scheduled to vest 25% on each of the first, second, third, and fourth anniversaries of the date of grant subject to continuing employment or service with the Company. Ms. Carmichael resigned from her employment as Chief People, Culture and Resource Officer of the Company, effective April 5, 2019.

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Outstanding Equity Awards at 20172018 Fiscal Year-End

		Option Awards								Stock Awards				Option Awards								Stock Awards
		Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)										Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)
						Option Exercise Price ($)				Number of Shares That Have Not Vested		Market Value of Shares That Have Not Vested ($)(22)						Option Exercise Price ($)				Number of Shares That Have Not Vested		Market Value of Shares That Have Not Vested ($)(25)
								Option Expiration Date												Option Expiration Date
Name(1)		Exercisable		Unexercisable										Exercisable		Unexercisable
Guy J. Constant														5,173		15,522		54.55		1/3/27(10)		2,749(18)		73,453
														-		14,510		61.25		3/15/28(13)		7,332(20)		195,911
																						2,774(22)		74,122
																						5,549(23)		148,269
																						16,881(24)		451,060
Jonathan A. Muhtar														8,510		4,255		59.94		1/4/26(7)		1,390(15)		37,141
														4,648		4,649		63.82		2/17/26(8)		822(16)		21,964
														3,136		9,408		47.00		2/24/27(11)		1,675(19)		44,756
														-		10,160		61.25		3/15/28(13)		1,942(22)		51,890
																						3,885(23)		103,807
Michael L. Kaplan														3,139		-		71.99		2/19/24(5)		164(14)		4,382
														2,649		883		81.65		2/18/25(6)		472(16)		12,612
														2,669		2,670		63.82		2/17/26(8)		990(19)		26,453
														1,854		5,565		47.00		2/24/27(11)		1,072(22)		28,644
														-		5,609		61.25		3/15/28(13)		2,145(23)		57,314
Former Executives
Denny Marie Post		8,551		-		32.29		8/2/21(1)		300(12)		16,920		8,551		-		32.29		8/2/21(2)		300(14)		8,016
		7,620		-		35.46		2/21/22(2)		918(13)		51,775		7,620		-		35.46		2/21/22(3)		1,076(16)		28,751
		8,482		-		42.07		2/26/23(3)		600(14)		33,840		8,482		-		42.07		2/26/23(4)		880(17)		23,514
		3,795		1,265		71.99		2/19/24(4)		1,614(16)		91,030		5,060		-		71.99		2/19/24(5)		6,143(19)		164,141
		3,234		3,235		81.65		2/18/25(5)		1,320(18)		74,448		4,851		1,618		81.65		2/18/25(6)		22,340(20)		596,925
		3,042		9,128		63.82		2/17/26(7)		8,191(20)		461,972		6,084		6,086		63.82		2/17/26(8)		7,575(22)		202,404
		2,613		7,840		45.52		10/3/26(9)		22,340(21)		1,259,976		5,226		5,227		45.52		10/3/26(9)		15,151(23)		404,835
		-		45,997		47.00		2/24/27(11)						11,499		34,498		47.00		2/24/27(11)
Guy J. Constant		-		20,695		54.55		1/3/27(10)		3,666(19)		206,762
										7,332(21)		413,525		-		39,617		61.25		3/15/28(13)
Carin Stutz		2,346		4,692		61.99		5/16/26(8)		1,478(17)		83,359
		-		14,336		47.00		2/24/27(11)		2,553(20)		143,989
Jonathan A. Muhtar		4,255		8,510		59.94		1/4/26(6)		2,780(15)		156,792
Beverly K. Carmichael														-		7,267		54.05		1/5/28(12)		3,700(21)		98,864
		2,324		6,973		63.82		2/17/26(7)		1,233(16)		69,541		-		8,606		61.25		3/15/28(13)		1,645(22)		43,954
		-		12,544		47.00		2/24/27(11)		2,234(20)		125,998										3,291(23)		87,936
Michael L. Kaplan		2,354		785		71.99		2/19/24(4)		186(12)		10,490
		1,766		1,766		81.65		2/18/25(5)		328(14)		18,499
		1,334		4,005		63.82		2/17/26(7)		708(16)		39,931
		-		7,419		47.00		2/24/27(11)		1,321(20)		74,504

---

(1)

Former executive officer, Ms. Stutz, was not included in this table as she was not employed by the Company at 2018 fiscal year-end.

(2)

Award of options granted on August 2, 2011 that vest 25% on the first anniversary date of issuance with the balance vesting pro rata on a monthly basis over the following 36-month period and in full on August 2, 2015.

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(2)(3)

Award of options granted on February 21, 2012 that vest 25% on each anniversary date of issuance and in full on February 21, 2016.

(3)(4)

Award of options granted on February 26, 2013 that vest 25% on each anniversary date of issuance and in full on February 26, 2017.

(4)(5)

Award of options granted on February 19, 2014 that vest 25% on each anniversary date of issuance and in full on February 19, 2018.

(5)(6)

Award of options granted on February 18, 2015 that vest 25% on each anniversary date of issuance and in full on February 18, 2019.

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(6)(7)

Award of options granted on January 4, 2016 that vest 33¹/3% on each anniversary date of issuance and in full on January 4, 2019.

(7)(8)

Award of options granted on February 17, 2016 that vest 25% on each anniversary date of issuance and in full on February 17, 2020.

(8)

Award of options granted on May 16, 2016 that vest 33¹/3% on each anniversary date of issuance and in full on May 16, 2019.

(9)

Award of options granted on October 3, 2016 that vest 25% on each anniversary date of issuance and in full on October 3, 2020.

(10)

Award of options granted on January 3, 2017 that vest 25% on each anniversary date of issuance and in full on January 3, 2021.

(11)

Award of options granted on February 24, 2017 that vest 25% on each anniversary date of issuance and in full on February 24, 2021.

(12)

Award of restricted stock unitsoptions granted on February 19, 2014January 5, 2018 that vest 25% on each anniversary date of issuance and in full on February 19, 2018.January 5, 2022.

(13)

Award of restricted stock unitsoptions granted on October 1, 2014March 15, 2018 that vest 25% on each anniversary date of issuance and in full on October 1, 2018.March 15, 2022.

(14)

Award of restricted stock units granted on February 18, 2015 that vest 25% on each anniversary date of issuance and in full on February 18, 2019.

(15)

Award of restricted stock units granted on January 4, 2016 that vest 33¹/3% on each anniversary date of issuance and in full on January 4, 2019.

(16)

Award of restricted stock units granted on February 17, 2016 that vest 25% on each anniversary date of issuance and in full on February 17, 2020.

(17)

Award of restricted stock units granted on May 16, 2016 that vest 33¹/3% on each anniversary date of issuance and in full on May 16, 2019.

(18)

Award of restricted stock units granted on October 3, 2016 that vest 25% on each anniversary date of issuance and in full on October 3, 2020.

(19)(18)

Award of restricted stock units granted on January 3, 2017 that vest 25% on each anniversary date of issuance and in full on January 3, 2021.

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(20)(19)

Award of restricted stock units granted on February 24, 2017 that vest 25% on each anniversary date of issuance and in full on February 24, 2021.

(21)(20)

Award of PSUs that cliff-vest at the end of a three-year performance cycle, generally subject to executive's continued employment through the applicable vesting date, with the number of PSUs determined based on achievement of performance goals as approved by the compensation committee.

(21)

Award of restricted stock units granted on January 5, 2018 that vest 25% on each anniversary date of issuance and in full on January 5, 2022.

(22)

Award of restricted stock units granted on March 15, 2018 that vest 25% on each anniversary date of issuance and in full on March 15, 2022.

(23)

Award of PSUs that cliff-vest at the end of a three-year performance cycle, generally subject to executive's continued employment through the applicable vesting date, with the number of PSUs determined based on achievement of performance goals as approved by the compensation committee.

(24)

Award of restricted stock units granted on May 30, 2018 that vest 20% on each of the second, third, and fourth anniversaries and 40% on the fifth anniversary from date of issuance and in full on May 30, 2023.

(25)

Based on the closing price of our common stock on December 29, 201728, 2018 of $56.40$26.72 per share.

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Options Exercises and Stock Vested

              The following table contains information with respect to the named executive officers concerning option exercises and vesting of restricted stock units during fiscal year 2017:2018:

		Option Awards				Stock Awards				Option Awards				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)(2)		Value Realized on Vesting ($)(2)		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)(2)		Value Realized on Vesting ($)(2)
Denny Marie Post		-		-		2,874		162,889
Guy J. Constant		-		-		-		-		-		-		917		51,444
Carin L. Stutz		-		-		740		42,920
Jonathan A. Muhtar		-		-		1,802		94,823		-		-		2,360		127,921
Michael L. Kaplan		-		-		653		32,418		-		-		917		48,356
Former Executives
Denny Marie Post										-		-		4,544		222,414
Beverly K. Carmichael										-		-		-		-
Carin L. Stutz										-		-		1,378		80,448

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(1)

Based on the amount by which the market price of our common stock on the date of exercise exceeded the exercise price of the option award.

(2)

Represents restricted stock units vesting in fiscal 2017.2018. Values are based on the closing price of our common stock on the date of vesting.

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Non-qualified Deferred Compensation

              The following table shows information about the amount of contributions, earnings, and balances for each named executive officer under the Company's Deferred Compensation Plan as of December 31, 2017.30, 2018.

Name		Executive Contributions in Last Fiscal Year ($)(1)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)(3)		Executive Contributions in Last Fiscal Year ($)(1)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings (Loss) in Last Fiscal Year ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)(3)
Denny Marie Post		-		-		28,506		-		283,994
Guy J. Constant		-		-		-		-		-		-		-		-		-		-
Carin L. Stutz		-		-		1,949		-		13,711
Jonathan A. Muhtar		-		-		-		-		-		-		-		-		-		-
Michael L. Kaplan		-		-		4,031		-		22,357		-		-		(1,710)		-		20,647
Former Executives
Denny Marie Post												-		-		(19,277)		-		264,717
Beverly K. Carmichael												-		-		-		-		-
Carin L. Stutz												13,342		3,000		(2,036)		-		28,017

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(1)

Neither anyExecutive Contributions in Last Fiscal Year and Registrant Contributions in Last Fiscal Year were reported as compensation to the relevant named executive officer nor the Company made any contributions to the Non-qualified Deferredofficers in our Summary Compensation Plan during 2017.Table.

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(2)

No portion of the Aggregate Earnings (Loss) in Last Fiscal Year was reported as compensation to the relevant named executive officers in our Summary Compensation Table.

(3)

All Aggregate Balance at Last Fiscal Year-End amounts reported in this column were reported as compensation to the relevant named executive officers in our Summary Compensation Table for previous years except for any earnings or losses on deferred amounts.

              Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan. In 2018, Company employees who are generally considered "highly compensated" pursuant to Internal Revenue Code Section 414(q) arewere not permitted to participate in the Company's 401(k) program. To permit these employees to save for retirement, the Company has established the Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan. The plan permits executives and other eligible employees to defer portions of their compensation. Under this plan, eligible employees may elect to defer up to 75% of their base salary and up to 100% of incentive compensation and commissions each plan year. The Company may make matching contributions in an amount determined by the compensation committee. For the 20172018 plan year, the compensation committee authorized matching contributions equal to 50% of the first 4% of compensation that is deferred by the participant. The Company match for named executive officers and other members of the executive team was capped at $3,000 for the 20172018 plan year.

              The Company contributes all amounts deferred under the plan to a rabbi trust. Assets in the rabbi trust are invested in certain mutual funds that cover an investment spectrum ranging from equities to money market instruments. All rabbi trust assets remain available to satisfy the claims of the Company's creditors in the event of the Company's bankruptcy or insolvency.

              When participants elect to defer amounts into the plan, they also select when the amounts ultimately will be distributed. Participants can elect to have deferrals for a particular year paid in a future year if the participant is still employed at that time. Such in-service distributions are made in the form of a lump sum or, if the participant's total account balance at the time of the in-service distribution is at least $25,000, the participant can elect to receive payment in up to 15 annual

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installments. Otherwise, payment of a participant's account is made a minimum of six months from participant's termination of employment in the form of a lump sum or up to 15 annual installments if the participant so elected at the time of deferral and if the participant's total account balance is at least $25,000.$50,000. A participant can elect to change a prior distribution election to further delay distribution provided that such new election must be provided at least 12 months before the date the previously scheduled distribution would have occurred and provided that the new distribution date is at least 5 years from the originally scheduled distribution date. A participant may obtain a withdrawal prior to the date otherwise scheduled or elected by the participant if the participant incurs an "unforeseeable emergency" (generally including illness, casualty losses, etc.).

              In December 2017, we amended the plan to remove the threshold requirement for in-service distributions (such that a participant can elect to receive payment in up to 15 annual installments regardless of the total account balance at the time of distribution). In addition, we increased the minimum total account balance to $50,000 for participants that elected to receive payment in installments for deferral elections made in connection with a termination of employment. Such amendments were effective as of January 1, 2018.

With respect to deferrals after 2004, the plan is intended to comply with the requirements of section 409A of the Internal Revenue Code, which was enacted as part of the American Jobs Creation Act of 2004. The plan is a "non-qualified" plan for federal tax purposes, meaning that the arrangements are deemed to be unfunded and an employee's interest in the plan is no greater than that of an unsecured general creditor of the Company.

Employment Agreements and Change in Control AgreementsPlan

Executive Employment Agreements

              Denny Marie Post Amended and RestatedGuy J. Constant Employment Agreement. Our employment agreement with Ms. Post,Mr. Constant, our chief executiveoperating officer (and former chief financial officer), dated August 8,December 13, 2016, and amended effective July 25, 2017,August 20, 2018, has an indefinite term. The employment agreement provides that shehe is entitled to receive certain benefits upon termination of her employment.his employment not related to a change in

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control. If the Company terminates Ms. Post'sMr. Constant's employment without cause, or Mr. Constant terminates his employment for good reason, Mr. Constant will receive, among other things, payment of an amount equal to one time his annual base salary.

              Good reason is defined in Mr. Constant's employment agreement as a material reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in his then-effective responsibilities; provided that the Company has 30 days to cure any such condition following Mr. Constant's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

Jonathan A. Muhtar Employment Agreement. Our employment agreement with Mr. Muhtar, our chief concept officer, dated November 26, 2015, and amended effective August 20, 2018, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon the occurrencetermination of his employment not related to a change in control, subjectcontrol. If the Company terminates Mr. Muhtar's employment without cause, or Mr. Muhtar terminates his employment for good reason, Mr. Muhtar will receive, among other things, payment of an amount equal to one time his annual base salary.

              Good reason is defined in Mr. Muhtar's employment agreement as a reduction in his compensation other than as permitted under the limitationsemployment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in his then-effective responsibilities; provided that the Company has 30 days to cure any such condition following Mr. Muhtar's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

Michael L. Kaplan Employment Agreement. Our employment agreement with Mr. Kaplan, our chief legal officer, dated September 30, 2013, and conditions described below, sheamended effective August 20, 2018, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon termination of his employment not related to a change in control.

              If the Company terminates Mr. Kaplan's employment without cause, or Mr. Kaplan terminates his employment for good reason, Mr. Kaplan will receive, among other things, (a) payment of an amount equal to two times herone time his annual base salary; (b) her pro rata share of the annual bonus, calculated and paid at the end of the plan cycle, that would otherwise have been earned and been payable had she continued to be employed by the Company; (c) payment of an amount equal to two times the highest annual bonus amount earned by Ms. Post for performance in the last three fiscal years prior to the change in control date for which bonuses have been paid or are payable; (d)(b) payment of an amount equal to the difference betweentarget amount of Mr. Kaplan's annual incentive for the exercise pricefiscal year in which the effective date of each outstanding option grantedtermination occurs.

              Good reason is defined in Mr. Kaplan's employment agreement as a reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief legal officer; provided that the Company has 30 days to cure any such condition following Mr. Kaplan's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

Denny Marie Post Amended and Restated Employment Agreement. On April 3, 2019, Ms. Post notified the board of her retirement as President and the fair market value of the common sharesChief Executive Officer of the Company atand her resignation from the timeboard, in each case effective as of termination; and (e) paymentApril 3, 2019. Ms. Post served as President of an amount equal to the product of (i) the portion of premiums of Ms. Post's group health insurance that the Company paid immediately priorfrom February 2016 until her departure and as Chief Executive Officer of the Company from August 2016 until her departure. Our employment agreement with Ms. Post, dated August 20,

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2018, as re-affirmed by her retirement agreement with the Company, provided certain severance benefits to her, date of termination and (ii) eighteen.

              If Ms. Post's employment is terminated either by the Company without cause, or by Ms. Post for good reason, as those terms are defined in the agreement, Ms. Post will receive,including, among other things, (a) continued payment of her annual base salary for a period of two years following the effective date of termination;retirement.

Beverly K. Carmichael Employment Agreement. On March 20, 2019, Ms. Carmichael informed the Company of her resignation from her employment with the Company, which became effective as of April 5, 2019. Ms. Carmichael served as Executive Vice President and Chief People, Culture and Resource Officer of the Company from December 2017 until her departure.

Carin L. Stutz Employment Agreement. Effective as of September 4, 2018, Ms. Stutz's employment with the Company was terminated without cause. Ms. Stutz served as Executive Vice President and Chief Operating Officer of the Company from April 2016 until her departure. Our employment agreement with Ms. Stutz, dated April 27, 2016, provided certain severance benefits to her, including, among other things, payment of an amount equal to one time her annual base salary.

              Each of the above agreements also contain standard confidentiality and non-solicitation provisions.

Change in Control Plan

              The Company's employment agreements with its executive officers provide that such executive officers shall participate in the Company's Executive Change in Control Severance Plan, effective August 14, 2018 (the "Change in Control Plan"). Following a review of the Company's change in control benefits, which were set forth in individual change-in-control benefits, the compensation committee found the benefits were below market and had inconsistent terms among various executives. The committee transitioned to the Change in Control Plan to adjust and adopt provisions consistent with the market and to provide consistent benefits across the executive team while enabling the Company to maintain the ability to differentiate benefits by title, lessen administrative burdens, ease the ability to modify benefits and simplify negotiations in the future. The Change in Control Plan provides that if the executive's employment with the Company is terminated (a) by the Company without cause or (b) by the executive for good reason during the 24-month period following a change in control, the executive is entitled to receive, among other things, the following payments and benefits:

•

payment in a lump sum in cash of an amount equal to 3.0 (for the chief executive officer of the Company); 2.0 (for the president (if not the chief executive officer) and the executive vice presidents of the Company); or 1.0 (for the senior vice presidents of the Company), as applicable, times the sum of his or her (i) annual base salary and (ii) target annual incentive opportunity, payable within ten (10) days following the date of termination;



•

payment in a lump sum in cash of an amount equal to the pro rata shareportion of the executive's target annual bonus, calculatedincentive opportunity for the year in which the date of termination occurs, determined by multiplying such target annual incentive opportunity by a fraction, the numerator of which is the number of days in the then-current calendar year through the date of termination and paid at the enddenominator of which is three hundred sixty-five (365), payable within ten (10) days following the plan cycle, that would otherwise have been earned and be payable had she continued to be employed bydate of termination;



•

upon the Company; and (c)executive's timely election of continuation coverage under COBRA, payment in a lump sum in cash of an amount equal to the product of (i) the portion of premiums of Ms. Post'sthe executive's group health insurance, including coverage for the executive's eligible dependents, if any, that the Company paid immediately prior to herthe date of termination and (ii) eighteen.

twenty-four (24) months (in the case of the chief executive officer, president or any

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executive vice president of the Company) or twelve (12) months (in the case of any senior vice president of the Company), as applicable; and

•

all outstanding and unvested stock option and restricted stock awards subject solely to time-based vesting shall vest in full and any restrictions or forfeiture provisions applicable to restricted stock awards shall lapse, notwithstanding the provisions of any equity incentive plan or any award agreement(s) between the executive and the Company thereunder.

              Generally, under Ms. Post's employment agreementthe Change in Control Plan and subject to limited exceptions set forth in the agreement,Change in Control Plan, a change in control will be deemed to occur if any person acquires more than 50%30% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Ms. Post is not entitled to any such payment unless her employment with the Company is terminated by the Company without cause or by Ms. Post for good reason within the two-year period following such change in control.

Good reason is defined in Ms. Post's agreement as a reduction in herthe executive's compensation, other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief executive officer; provided thatwithout the executive's prior written consent, or failure by the Company has 30 days to cure any such condition following Ms. Post's notice thereof (which notice is required to be provided within 90 daysobtain the assumption of the initial existence of the condition).

Guy J. Constant Employment Agreement. Our employment agreement with Mr. Constant, our chief financial officer, dated December 13, 2016, and amended effective July 25, 2017, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon termination of his employment. If the Company terminates Mr. Constant's employment upon the occurrence of a changeobligations contained in control, subject to the limitations and conditions described below, he will receive, among other things, (a) payment of an amount equal to one time his annual base salary; (b) payment of the higher of Mr. Constant's target or actual annual bonus amount earned by Mr. Constant for performance during the fiscal year in which the change in control occurs; (c) payment of an amount equalagreement by any successor to the difference between the exercise price of each outstanding option granted to Mr. Constant and the fair market value of the common shares of the Company at the time of termination; and (d) payment of an amount equal to the product of (i) the portion of premiums of Mr. Constant's group health insurance that the Company paid immediately prior to his date of termination and (ii) twelve.Company.

              If the Company terminates Mr. Constant's employment without cause, or Mr. Constant terminates his employment for good reason, Mr. Constant will receive, among other things, payment of an amount equal to one time his annual base salary.

              Generally, under Mr. Constant's employment agreement and subject to limited exceptions set forth in the agreement, a change in control will be deemed to occur if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Mr. Constant is not entitled to any such payment unless his employment with the Company is terminated by the Company without cause or by Mr. Constant for good reason within the two-year period following such change in control.

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              Good reason is defined in Mr. Constant's employment agreement as a material reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief financial officer; provided that the Company has 30 days to cure any such condition following Mr. Constant's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

              In connection with entering his employment agreement, Mr. Constant received a sign-on equity award consisting of (i) a stock option for 20,695 shares (representing an aggregate grant date fair value of $400,000) and (ii) 3,666 restricted stock units ("RSUs") with a grant date fair value of $200,000. He also received a performance stock unit of 7,332 shares (at target).

Jonathan A. Muhtar Employment Agreement. Our employment agreement with Mr. Muhtar, our chief concept officer, dated November 26, 2015, and amended effective July 25, 2017, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon termination of his employment. If the Company terminates Mr. Muhtar's employment upon the occurrence of a change in control, subject to the limitations and conditions described below, he will receive, among other things, (a) payment of an amount equal to one time his annual base salary; (b) payment of the higher of Mr. Muhtar's target or actual annual bonus amount earned by Mr. Muhtar for performance during the fiscal year in which the change in control occurs; (c) payment of an amount equal to the difference between the exercise price of each outstanding option granted to Mr. Muhtar and the fair market value of the common shares of the Company at the time of termination; and (d) payment of an amount equal to the product of (i) the portion of premiums of Mr. Muhtar's group health insurance that the Company paid immediately prior to his date of termination and (ii) twelve.

              If the Company terminates Mr. Muhtar's employment without cause, or Mr. Muhtar terminates his employment for good reason, Mr. Muhtar will receive, among other things, payment of an amount equal to one time his annual base salary.

              Generally, under Mr. Muhtar's employment agreement and subject to limited exceptions set forth in the employment agreement, a change in control will be deemed to occur if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Mr. Muhtar is not entitled to any such payment unless his employment with the Company is terminated by the Company without cause or by Mr. Muhtar for good reason within the two-year period following such change in control.

              Good reason is defined in Mr. Muhtar's employment agreement as a reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in his then-effective responsibilities; provided that the Company has 30 days to cure any such condition following Mr. Muhtar's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

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Carin L. Stutz Employment Agreement. Our employment agreement with Ms. Stutz, our chief operating officer, dated April 27, 2016, has an indefinite term. The employment agreement provides that she is entitled to receive certain benefits upon termination of her employment. If the Company terminates Ms. Stutz's employment upon the occurrence of a change in control, subject to the limitations and conditions described below, she will receive, among other things, (a) payment of an amount equal to one time her annual base salary; (b) payment of the higher of Ms. Stutz's target or actual annual bonus amount earned by Ms. Stutz for performance during the fiscal year in which the change in control occurs; (c) payment of an amount equal to the difference between the exercise price of each outstanding option granted to Ms. Stutz and the fair market value of the common shares of the Company at the time of termination; and (d) payment of an amount equal to the product of (i) the portion of premiums of Ms. Stutz's group health insurance that the Company paid immediately prior to her date of termination and (ii) twelve.

              If the Company terminates Ms. Stutz's employment without cause, or Ms. Stutz terminates her employment for good reason, Ms. Stutz will receive, among other things, payment of an amount equal to one time her annual base salary.

              Generally, under Ms. Stutz's employment agreement and subject to limited exceptions set forth in the agreement, a change in control will be deemed to occur if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Ms. Stutz is not entitled to any such payment unless her employment with the Company is terminated by the Company without cause or by Ms. Stutz for good reason within the two-year period following such change in control.

              Good reason is defined in Ms. Stutz's employment agreement as a reduction in her compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief operating officer; provided that the Company has 30 days to cure any such condition following Ms. Stutz's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

Michael L. Kaplan Employment Agreement. Our employment agreement with Mr. Kaplan, our chief legal officer, dated September 30, 2013, and amended effective July 25, 2017, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon termination of his employment. If the Company terminates Mr. Kaplan's employment upon the occurrence of a change in control, subject to the limitations and conditions described below, he will receive, among other things, (a) payment of an amount equal to one time his annual base salary; (b) payment of the higher of Mr. Kaplan's target or actual annual bonus amount earned by Mr. Kaplan for performance during the fiscal year in which the change in control occurs; (c) payment of an amount equal to the difference between the exercise price of each outstanding option granted to Mr. Kaplan and the fair market value of the common shares of the Company at the time of termination; and (d) payment of an amount equal to the product of (i) the portion of premiums of Mr. Kaplan's group health insurance that the Company paid immediately prior to his date of termination and (ii) twelve.

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              If the Company terminates Mr. Kaplan's employment without cause, or Mr. Kaplan terminates his employment for good reason, Mr. Kaplan will receive, among other things, (a) payment of an amount equal to one time his annual base salary; and (b) payment of an amount equal to the target amount of Mr. Kaplan's annual bonus for the fiscal year in which the effective date of termination occurs.

              Generally, under Mr. Kaplan's employment agreement and subject to limited exceptions set forth in the employment agreement, a change in control will be deemed to occur if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Mr. Kaplan is not entitled to any such payment unless his employment with the Company is terminated by the Company without cause or by Mr. Kaplan for good reason within the two-year period following such change in control.

              Good reason is defined in Mr. Kaplan's employment agreement as a reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief legal officer; provided that the Company has 30 days to cure any such condition following Mr. Kaplan's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

Change in Control Agreements

              The Company has change in control agreements with certain of its current executive officers other than those who have separate employment agreements. The Company's change in control agreements provide that if the executive resigns for good reason or is terminated by the Company other than for cause or disability or other than as a result of the executive's death during the 24-month period following a change in control, the executive is entitled to receive the following payments and benefits:

•

all options, restricted shares and other securities beneficially owned by the executive that are unvested, restricted or subject to similar restrictions that otherwise require continued employment beyond the change in control date to become vested will automatically vest and become exercisable, or the restrictions will lapse;



•

payment of all earned and determinable, but unpaid, wages through the date of termination;



•

payment in a lump sum in cash of an amount equal to twelve (12) months of his or her annual base salary as in effect immediately prior to the date of termination;



•

payment in a lump sum in cash of the higher of his or her target or actual annual bonus amount earned for his or her performance during the fiscal year in which the change in control occurs;

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•

upon surrender within 90 days after termination (at the sole option of the executive) of outstanding options granted to the executive, payment in a lump sum in cash of an amount equal to the difference between the exercise price of each option so surrendered and the fair market value of the common shares of the Company at the date of termination (but not less than the closing price of our common stock on the last trading day prior to surrender); and



•

payment in a lump sum in cash equal to the product of (i) the portion of premiums of the executive's group health insurance that the Company paid immediately prior to the date of termination and (ii) twelve.

              None of our change in control provisions provide for an excise tax gross up payment for Internal Revenue Code Section 280G/4999 purposes. The board has determined not to enter into any agreements with a named executive officer that contain such an excise tax gross up provision. The definition of change in control is substantially similar to the definition contained in the employment agreements with our named executive officers, as discussed above. Good reason is defined as a reduction in the executive's compensation, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a significant reduction in the then-effective responsibilities of the executive without the executive's prior written consent (for this purpose, if the Company ceases to be a publicly traded corporation, the executive will not be deemed to have suffered such a reduction in the nature and scope of his or her responsibilities solely because of the change in the nature and scope thereof resulting from the Company no longer being publicly traded), or failure by the Company to obtain the assumption of the obligations contained in the change in control agreement by any successor to the Company. The agreements also contain standard confidentiality and non-solicitation provisions.

Incentive Plans

              Set forth below is a description of the change in control provisions contained within our 2017 Plan and our Second Amended and Restated 2007 Performance Incentive Plan (under which there are unvested awards currently outstanding), and our Cash Incentive Plan.. All outstanding awards under our 2004 Plan are vested.

              2017 Plan. Generally, and subject to limited exceptions set forth in the 2017 Plan, if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company is dissolved or liquidated, then awards then-outstanding under the 2017 Plan may become fully vested or paid, as applicable, and may terminate or be terminated upon consummation of such a change in control event. However, unless the individual award agreement provides otherwise, with respect to executive and certain other high level officers of the Company, upon the occurrence of a change in control event, no award will vest unless such officer's employment with the Company is terminated by the Company without cause within the two-year period following such change in control event. The compensation committee also has the discretion to establish other change in control provisions with respect to awards granted under the 2017 Plan. For example, subject to certain limitations, the compensation committee could provide for the acceleration of vesting or payment of an award in connection with a change in control event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event. The compensation committee has established awards of PSUs and cash performance awards

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awards under the 2017 that provide for acceleration of vesting of such awards in the event of death, disability, or retirement of the participant or a change in control event of the Company.

              Second Amended and Restated 2007 Performance Incentive Plan. Generally, and subject to limited exceptions set forth in the 2007 Plan, if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company is dissolved or liquidated, then awards then-outstanding under the 2007 Plan may become fully vested or paid, as applicable, and may terminate or be terminated upon consummation of such a change in control event. However, unless the individual award agreement provides otherwise, with respect to executive and certain other high level officers of the Company, upon the occurrence of a change in control event, no award will vest unless such officer's employment with the Company is terminated by the Company without cause within the two-year period following such change in control event. The administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2007 Plan. For example, the administrator could provide for the acceleration of vesting or payment of an award in connection with a change in control event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.

Cash Incentive Plan. Through fiscal year 2017, the Company awarded bonuses under the Cash Incentive Plan. At the beginning of each performance period under the Cash Incentive Plan, the compensation committee established when bonus awards for such performance period were to be paid. Under that plan, the compensation committee had the ability to provide for the effect of any participant's death, disability, termination without cause, or a change in control event of the Company on the payment of awards for the performance period. The definition of a change in control event under the Cash Incentive Plan is substantially the same as that contained in the 2007 Plan and the 2017 Plan. The compensation committee also had the discretion to establish other change in control provisions with respect to awards granted under the Cash Incentive Plan. Beginning in fiscal year 2018, the Company intends to makehas made all awards, including annual bonus award,incentive awards, under the 2017 Plan.

              There are currently no amounts payable to or accrued for payment to any named executive officer under the change in control provisions contained in the plans.

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Potential Payments upon Termination or Change in Control

              The following table presents the amount of compensation payable to each of our named executive officers as if the triggering termination event had occurred on the last day of our most recently completed fiscal year, December 31, 2017:30, 2018:

Name		Benefit(1)		Termination w/o Cause or Resignation with Good Reason($)		Termination with Cause or Resignation w/o Good Reason($)		Death($)		Disability($)		Change in Control($)(2)
Denny Marie Post		Salary		1,500,000(3)								1,500,000(4)
		Bonus		653,777(9)		653,777(9)		653,777(9)		653,777(9)		1,961,331(10)
		Health Benefits		10,678(11)								10,678(11)
		Acceleration of LTI Cash Award						183,306(14)		183,306(14)		274,945(17)
		Acceleration of Restricted Stock Units										729,985(15)
		Acceleration of Options										1,033,375(16)
		Acceleration of Performance Stock Units						152,506(18)		152,506(18)		992,471(19)
Guy J. Constant		Salary		500,000(5)								500,000(5)
		Bonus		254,247(9)		254,247(9)		254,247(9)		254,247(9)		604,247(17)
		Health Benefits										7,073(12)
		Acceleration of LTI Cash Award
		Acceleration of Restricted Stock Units										206,762(15)
		Acceleration of Options										38,286(16)
		Acceleration of Performance Stock Units						50,027(18)		50,027(18)		325,710(19)
Carin Stutz		Salary		475,000(6)								475,000(6)
		Bonus		258,787(9)		258,787(9)		258,787(9)		258,787(9)		615,037(13)
		Health Benefits										4,951(12)
		Acceleration of LTI Cash Award						80,000(14)		80,000(14)		240,024(17)
		Acceleration of Restricted Stock Units										227,348(15)
		Acceleration of Options										134,758(16)
Jonathan A. Muhtar		Salary		385,000(7)								385,000(7)
		Bonus		195,770(9)		195,770(9)		195,770(9)		195,770(9)		465,270(13)
		Health Benefits										7,073(12)
		Acceleration of LTI Cash Award						210,026(14)		210,026(14)		420,046(17)
		Acceleration of Restricted Stock Units										352,331(15)
		Acceleration of Options										402,226(16)

Name		Benefit(1)		Termination w/o Cause or Resignation with Good Reason($)		Termination with Cause or Resignation w/o Good Reason($)		Death($)		Disability($)		Change in Control($)(2)
Guy J. Constant		Salary		515,000(5)
		Salary + Annual Incentive										1,802,500(20)
		Annual Incentive		-(9)		-(9)		-(9)		-(9)		385,192(10)
		Health Benefits										14,229(12)
		Acceleration of LTI Cash Award
		Acceleration of Restricted Stock Units										598,635(14)
		Acceleration of Options										-(15)
		Acceleration of Performance Stock Units						73,320(17)		73,320(17)		237,461(18)

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Name		Benefit(1)		Termination w/o Cause or Resignation with Good Reason($)		Termination with Cause or Resignation w/o Good Reason($)		Death($)		Disability($)		Change in Control($)(2)		Benefit(1)		Termination w/o Cause or Resignation with Good Reason($)		Termination with Cause or Resignation w/o Good Reason($)		Death($)		Disability($)		Change in Control($)(2)
Jonathan A. Muhtar														Salary		425,000(6)
														Salary + Annual Incentive										1,487,500(20)
														Annual Incentive		-(9)		-(9)		-(9)		-(9)		317,877(10)
														Health Benefits										14,229(12)
														Acceleration of LTI Cash Award						55,689(13)		55,689(13)		210,015(16)
														Acceleration of Restricted Stock Units										155,751(14)
														Acceleration of Options										-(15)
														Acceleration of Performance Stock Units						14,963(17)		14,963(17)		84,168(18)
Michael L. Kaplan		Salary		355,000(8)								355,000(8)		Salary		365,000(8)
		Bonus		429,015(20)		180,515(9)		180,515(9)		180,515(9)		429,015(13)		Salary + Annual Incentive										620,500(21)
		Health Benefits										7,073(12)		Annual Incentive		255,500(19)		-(9)		-(9)		-(9)		254,800(10)
		Acceleration of LTI Cash Award						121,850(14)		121,850(14)		244,885(17)		Health Benefits										8,734(12)
		Acceleration of Restricted Stock Units										143,425(15)		Acceleration of LTI Cash Award						32,938(13)		32,938(13)		74,345(16)
		Acceleration of Options										69,739(16)		Acceleration of Restricted Stock Units										72,091(14)
														Acceleration of Options										-(15)
														Acceleration of Performance Stock Units						8,256(17)		8,256(17)		46,466(18)
Former Executives
Denny Marie Post														Salary		1,600,000(3)
														Salary + Annual Incentive										5,280,000(4)
														Annual Incentive		-(9)		-(9)		-(9)		-(9)		957,370(10)
														Health Benefits		10,672(11)								14,229(12)
														Acceleration of LTI Cash Award
														Acceleration of Restricted Stock Units										426,825(14)
														Acceleration of Options										-(15)
														Acceleration of Performance Stock Units						216,646(17)		216,646(17)		685,475(18)

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Name		Benefit(1)		Termination w/o Cause or Resignation with Good Reason($)		Termination with Cause or Resignation w/o Good Reason($)		Death($)		Disability($)		Change in Control($)(2)
Beverly K. Carmichael		Salary		420,000(7)
		Salary + Annual Incentive										1,428,000(20)
		Annual Incentive		-(9)		-(9)		-(9)		-(9)		293,195(10)
		Health Benefits										5,685(12)
		Acceleration of LTI Cash Award
		Acceleration of Restricted Stock Units										142,818(14)
		Acceleration of Options										-(15)
		Acceleration of Performance Stock Units						12,665(17)		12,665(17)		71,289(18)

(1)

A number of our employee benefit and incentive pay plans provide for payment upon termination of employment of any participant. If terminated on December 31, 2017,30, 2018, each of the named executive officers would have received benefits and payments under these plans in addition to the amounts described in the table above.

(2)

As discussed above, the change in control provisions or termination provisions that apply before or after a change in control in Ms. Post's employment agreement, Mr. Constant's employment agreement, Mr. Muhtar's employment agreement, Ms. Stutz's employment agreement, Mr. Kaplan's employment agreement,the Change in Control Plan and applicable award agreements contain double trigger provisions, and thus any payments described in the above table are generally required to be made only if the Company terminates the executive's employment without cause or the executive resigns with good reason, within a defined protection period following the change in control.

(3)

Represents the total amount of continued payments for a period of twenty-four months following the effective date of termination based on Ms. Post's 20172018 base salary.

(4)

Represents an amount equal to twothree times the sum of (i) Ms. Post's 20172018 base salary and (ii) Ms. Post's target annual incentive award for 2018, payable in a lump sum within 10 days following the effective date of termination of employment.

(5)

Represents an amount equal to one times Mr. Constant's 20172018 base salary payable in a lump sum within 60 days following termination of employment.

(6)

Represents an amount equal to one times Ms. Stutz's 2017Mr. Muhtar's 2018 base salary payable in a lump sum within 60 days following termination of employment.

(7)

Represents an amount equal to one times Mr. Muhtar's 2017Ms. Carmichael's 2018 base salary payable in a lump sum within 60 days following termination of employment.

(8)

Represents an amount equal to one times Mr. Kaplan's 20172018 base salary payable in a lump sum within 60 days following termination of employment.

(9)

Represents the amount the named executive officer or his or her estate would have been paid for his or her annual bonusincentive award for 20172018 had the named executive officer been employed on the bonus payment date. Such amount represents the bonus amount that would have been paid to the named executive officer based on theBecause we did not achieve pre-set Company achievement of EBITDA goals for fiscal 2017.

(10)

Represents the amount Ms. Post would have been paid2018, our named executive officers did not receive a payout of their annual incentive award for her annual bonus for 2017 had Ms. Post been employed on the bonus payment date. Such amount represents the bonus amount that would have been paid to Ms. Post based on Company achievement of EBITDA goals for fiscal 2017. Per the terms of her employment agreement, Ms. Post would also be entitled to receive an amount that2018.

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(10)

Represents the pro-rata amount of the named executive officer's target annual incentive award for 2018 determined by multiplying such target annual incentive award by a fraction, the numerator of which is equal to two times her highest bonus amount earnedthe number of days in the last three completed fiscal yearsthen-current calendar year through the termination date and the denominator of which is 365, payable in a lump sum at the regularly scheduled payment datewithin 10 days following the effective datetermination of termination.

employment.

(11)

Consists of the costs of the Company portion of premiums for the named executive officerMs. Post and his or her dependents under the Company's existing medical, dental, and prescription insurance plans per month for a period of eighteen months following the effective date of termination.termination without cause or resignation with good reason under Ms. Post's employment agreement.

(12)

Consists of the costs of the Company portion of premiums for the named executive officer and his or her dependents under the Company's existing medical, dental, and prescription insurance plans per month for a period of twelvetwenty-four months following the effective date of termination.termination, except for Mr. Kaplan which costs are for twelve months.

(13)

Represents the amount the named executive officer would have been paid for his/her annual bonus for 2017 had the named executive officer been employed on the bonus payment date. Such amount represents the bonus amount that would have been paid to the named executive officer based on Company achievement of EBITDA goals for fiscal 2017. Per the terms of the named executive officer's employment agreement, the named executive officer would also be entitled to an amount equal to the higher of the named executive officer's actual or target Annual Bonus payable in a lump sum at the regularly scheduled payment date.

(14)

The values included in the table above are based on the pro-rata amount of LTI cash that would have vested on December 31, 2017.30, 2018. For purposes of this calculation, it is assumed that a pro-rata portion of the LTI cash target amount would vest upon death or total disability as of December 31, 2017.30, 2018. The actual award amount calculated at December 31, 2017,30, 2018, if any, would be based on the Company's performance during the performance period as measured by cumulative EBITDA and average ROIC,the annually set performance targets, with appropriate adjustments to the targets for cumulative EBITDA and average ROIC to account for the performance period being deemed to end on the effective date of death or total disability and would be payable within 65 days after the effective date of termination.disability.

(15)(14)

The values included in the table above are based on the number of restricted shares or restricted stock units that would have vested on December 31, 2017,30, 2018, multiplied by the closing sales price of the Company's common stock on Nasdaq as of December 29, 2017,28, 2018, the business day immediately preceding such date ($56.40)26.72).

(16)(15)

The changeChange in control agreementsControl Plan and the applicable award agreements for the named executive officers provide that upon a termination in connection with a change in control, the named executive officer has the right to require the Company to pay the difference between the fair market value of the Company's common stock on December 31, 201730, 2018 and the exercise price of the options held by the named executive officer on an aggregate basis.

(17)(16)

For purposes of this calculation, it is assumed that the LTI cash award amount is paid at 100% of the target value upon a change in control as of December 31, 2017. The actual award amount calculated at December 31, 2017,30, 2018, if any, would be based on the Company's performance during the performance period as measured by cumulative EBITDA and average ROIC,the annually set performance targets, with appropriate adjustments to the targets for cumulative EBITDA and average ROIC to account for the performance period being deemed to end on the effective date of the change in control and would be payable within 65 days after the effective date of termination.control.

(18)(17)

The PSU awards for the chief executive officer and chief financial officer provide, among other things, that upon the death or disability of such named executive officer after the completion of the performance period applicable to a particular tranche, the number of shares of stock earned with respect to such tranche is based on the extent to which the performance goals for such tranche

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have been achieved. Accordingly, the values included in the table above are based on the number of shares that would have vested under the PSU on December 31, 2017 (the(as to the CEO and CFO only) and December 30, 2018 (each of which are the last day of a tranche under the PSU awards), multiplied by the closing sales price of the Company's common stock on Nasdaq as of December 29, 2017,28, 2018, the business day immediately preceding such date ($56.40)26.72).

(19)(18)

The PSU awards for the chief executive officer and chief financial officer provide that if a change in control occurs prior to the last day of the third performance period under the award, then each tranche will be deemed earned as follows: (a) if

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the change in control occurs on or prior to the completion of six months of the performance period applicable to such tranche, the number of shares earned with respect to such tranche will be determined as if the performance goals had been achieved at target; and (b) for other tranches, based on the extent to which the performance goals for such tranche have been achieved (which amount would be pro-rated, and the Company's performance against the performance goals for any partial periods determined by the compensation committee in good faith as of the date of the change in control). Accordingly, the values included in the table above are based on the number of shares that would have vested under the PSU on December 31, 201730, 2018 (using the actual achievement for the tranche ending December 31, 201730, 2018 and based on target for the remaining two tranches ending December 31, 201830, 2019 and 2019)2020), multiplied by the closing sales price of the Company's common stock on Nasdaq as of December 29, 2017,28, 2018, the business day immediately preceding such date ($56.40)26.72).

(20)(19)

Represents the named executive officer's target annual bonusincentive payable in a lump sum at the regularly scheduled payment date.

(20)

Represents an amount equal to two times the sum of (i) the named executive officer's 2018 base salary and (ii) the named executive officer's target annual incentive award for 2018, payable in a lump sum within 10 days following effective date of termination of employment.

(21)

Represents an amount equal to one times the sum of (i) the named executive officer's 2018 base salary and (ii) the named executive officer's target annual incentive award for 2018, payable in a lump sum within 10 days following effective date of termination of employment.

CEO Pay Ratio

              As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, beginning with this proxy statement, we are providing information about the ratio of the annual total compensation of our former Chief Executive Officer (Ms. Post), who served in such capacity for the duration of fiscal year 2018, to the annual total compensation of our median employee. We believe our pay ratio, which is based on our payroll and employment records using the methodology described below, is a reasonable estimate calculated in a manner consistent with the SEC pay ratio rules.

              Approximately 92% of our employee population consists of hourly restaurant Team Members. Red Robin hourly restaurant roles can be full-time or part-time. Flexible and part-time employment opportunities can be attractive for Team Members seeking to balance other commitments, have a social connection, or earn supplemental income. However, part-time employment has the effect of reducing the annual total compensation for our median employee.

              To determine the median employee, we used total cash compensation paid in 2018 as reported to the Internal Revenue Service on Form W-2 of our employee population (including full-time, part-time, temporary, and seasonal employees), excluding our former Chief Executive Officer, on December 30, 2018. In reliance on the de minimis exemption under the pay ratio rules, we excluded 1,286 Team Members in Canada, representing less than 5% of our total employee population of approximately 25,841 individuals as of December 30, 2018. No cost of living adjustments were made to determine the median employee. We did, however, annualize the compensation used for full-time and part-time employees who were not employed by Red Robin for all of 2018 by taking an employee's compensation for the number of active weeks for which they were employed and annualizing such amount for the full year. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute equity awards to employees. Less than 1.0% of our total employee population of 25,841 individuals as of December 30, 2018 received equity awards in 2018. Based on total cash compensation, our median employee was

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identified as a restaurant team member who was paid on an hourly basis and who worked an average of 17.23 hours per week (or 896 hours per year) in 2018. After identifying the median employee, we calculated that employee's annual total compensation using the same methodology (and including all the same compensation elements) that we used for our named executive officers in the 2018 Summary Compensation Table set forth above in this proxy statement.

              Using this methodology, our median employee's annual total compensation for 2018 was $17,524. Ms. Post's annual total compensation for fiscal year 2018 was $3,112,330, as reflected in the Summary Compensation Table above. As a result, we estimate that for fiscal year 2018, the ratio of Ms. Post's annual total compensation to that of our median employee was approximately 178:1.

              Because the rules governing pay ratio disclosure allow for companies to use different methodologies, apply various exclusions, and otherwise make reasonable assumptions and estimates that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio. As a result, our pay ratio should not be used as a basis for comparison between us and other companies. We have provided this pay ratio information for compliance purposes, and neither the compensation committee nor Company management have used the pay ratio measure to influence decisions in determining compensation for our executives or other employees.

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PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION

              Pursuant to Section 14A of the Exchange Act, the Company is again asking our stockholders to cast an advisory vote to approve the executive compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation programs. As an advisory vote, the outcome of the vote on this proposal is not binding upon us. Our compensation committee, which is responsible for designing and administering our executive compensation programs, values the opinions expressed by our stockholders and will consider the outcome of this vote when making future compensation decisions for our named executive officers. In 2017,2018, our advisory vote proposal was supported by approximately 98.5%99.3% of the votes cast. The board has adopted a policy of providing for annual say-on-pay advisory votes.

              As described in detail under the heading "Compensation Discussion and Analysis," our executive compensation objectives have been designed to link incentives and rewards for our executives to the achievement of specific and sustainable financial and strategic goals which are expected to result in increased stockholder value. We believe that our executive compensation program satisfies these goals and is aligned with the long-term interests of our stockholders. Highlights of our current compensation program include the following.following:

•

Direct retention by the compensation committee of its independent compensation consultant.

•

Emphasis on a long-term pay for performance, including our LTI program that is measured over three-year performance periods.

•

Financial measures used for the annual performance-based bonus and long-term incentive grants are linked to the Company's strategic business plans reviewed and approved by our board of directors.

•

The LTI cash component shifted from performance-based cash to performance-based equity in the form of PSUs in 2017 for our CEO and CFO and for all executives in 2018.

•

Minimum financial goals must be met for payouts to be made under both the annual performance-based bonus and long-term cash incentive grants.

•

Payouts under our annual and long-term incentive compensation plans are capped.

•

None of our change in control provisions provide for excise tax gross-ups, and the board has committed not to enter into any such agreements;agreements. In addition, we have double-trigger equity vesting upon a change in control.control (other than certain performance awards).

•

Repricing of stock options is expressly prohibited by our equity compensation plan without stockholder approval.

•

Meaningful stock ownership guidelines for executives, which promote alignment with stockholders.

•

Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors.

•

Adoption of a clawback policy that provides for the recoupment of incentive compensation, including equity and cash awards, from executive officers under certain circumstances.

•

Relatively modest executive perquisites, and no excessive executive only-perquisites.only perquisites.

              Please read the "Compensation Discussion and Analysis" section contained in this proxy statement, including the tables and narrative disclosures contained therein for additional details about our executive compensation programs.

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Advisory Vote

              We request stockholder approval of the 20172018 compensation of our named executive officers as disclosed in this proxy statement. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, policies, and practices described in this proxy statement. Accordingly, we ask that you vote FOR the following resolution to approve, on an advisory basis, the compensation of our named executive officers:

"RESOLVED, that the stockholders of Red Robin Gourmet Burgers, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company's proxy statement for the 20182019 annual meeting of stockholders pursuant to the compensation disclosure rules of the U. S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20172018 Summary Compensation Table, and the other related tables and disclosure within this proxy statement."

Vote Required

              Proposal No. 2 requires the approval of a majority of the votes cast on the proposal.

Board Recommendation

              Our board of directors unanimously recommends a vote FOR this proposal.

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PROPOSAL 3
APPROVAL OF AMENDMENT TO THE 2017 PERFORMANCE INCENTIVE PLAN

Introduction

              Our board of directors recommends and proposes an amendment (the "Amendment to the 2017 Plan") to the original 2017 Performance Incentive Plan (referred to in this section as the "current 2017 Plan"), which was originally adopted by our stockholders in 2017. The Company now wishes to amend the current 2017 Plan.

              If approved by the Company's stockholders, the Amendment to the 2017 Plan would increase the balance of the number of shares of our common stock available for issuance under the current 2017 Plan by 660,000 shares. The total number of shares authorized under the Amendment to the 2017 Plan would increase from 630,182 shares under the current 2017 Plan to 1,290,182 shares under the 2017 Plan as amended. However, the maximum number of shares of common stock that may be delivered pursuant to new awards granted to eligible persons under the Amendment to the 2017 Plan will equal the sum of: (i) 660,000 shares; (ii) the remaining number of shares of common stock available for additional award grant purposes under the current 2017 Plan as of the date of stockholder approval of the Amendment to the 2017 Plan (which was 409,454 shares as of March 1, 2019); and (iii) the number of shares of common stock subject to outstanding awards that may become available because they are not deemed issued under Section 2.2 of the 2017 Plan, such as for example shares that are forfeited or canceled (but not including shares not delivered due to net settlement of options or that are withheld to pay taxes). Our compensation committee approved the Amendment to the 2017 Plan on March 11, 2019, subject to stockholder approval at the 2019 annual meeting. If the Amendment to the 2017 Plan is approved by our stockholders, it will become effective on the day of the 2019 annual meeting. Outstanding awards under the terms of the current 2017 Plan will continue in effect in accordance with their terms. In addition, the Amendment to the 2017 Plan would enhance certain minimum vesting requirements applicable to grants of awards under the 2017 Plan as further described below.

Purpose for the Amendment

              The board of directors unanimously recommends that the Company's stockholders approve the Amendment to the 2017 Plan for several reasons. We believe that an increase in the number of shares available for future grants is necessary as part of our ongoing commitment to align the interests of our employees (including executive officers) with those of our stockholders. We believe that incentives and stock-based awards focus employees on the objective of creating stockholder value and promoting the success of the Company. Moreover, approval of the Amendment to the 2017 Plan is central to the compensation committee's shift of executive officer compensation to include more equity and less cash. In 2018, the compensation committee shifted the structure of the long-term incentive component for all of our named and other executive officers to include more equity and less cash, similar to the approach adopted in 2017 for our chief executive officer and chief financial officer. As noted elsewhere, in 2018, the 40% long-term incentive component for executive officer compensation was comprised of equity grants in the form of PSUs, with the other components otherwise remaining the same. Without the amendment, we could be required to use additional cash incentives instead of equity-based awards.

              Further, the Company's ability to grant an appropriate number of equity-based awards continues to be crucial in allowing the Company to effectively compete for key employee talent. It is in the long-term interest of the Company and its stockholders to strengthen the ability to attract, motivate and retain employees, officers, and directors, and to provide additional incentive for those persons through stock ownership and other incentives to improve operations, increase profits, and strengthen the mutuality of interest between those persons and the Company's stockholders.

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              As of March 1, 2019, of the 630,182 shares authorized under the current 2017 Plan, there were approximately 409,454 shares remaining available for issuance. Without adequate share availability under the Amendment to the 2017 Plan, the board will need to consider alternative compensation arrangements in order to ensure that the Company remains competitive and is able to continue to recruit and retain quality talent.

Summary of the Amendment to the 2017 Plan

              The Amendment to the 2017 Plan would increase the total aggregate number of shares authorized by 660,000 shares of common stock, from 630,182 shares to 1,290,182 shares.

              As of March 1, 2019, we had 409,454 shares available for issuance under the current 2017 Plan, which would increase to 1,069,454 shares available for issuance as of such date with the approval of the Amendment to the 2017 Plan, plus the number of shares of Common Stock subject to outstanding awards that may become available because they are not deemed delivered. The current 2017 Plan permits the re-use of shares that are cancelled, terminated, forfeited, otherwise failed to vest ("Forfeited Shares"). The exact number of shares remaining under the current 2017 Plan will vary because additional awards may be made to newly-hired or promoted employees prior to the annual meeting on May 30, 2019. If the Amendment to the 2017 Plan is approved, the aggregate number of shares underlying outstanding awards under the current 2017 Plan, and our other equity plans (the "Existing Plans"), plus the number of shares available for issuance in connection with the grant of awards under the Amendment to the 2017 Plan, would increase to approximately 11.7% of the number of shares of Company common stock outstanding on a fully diluted basis (including all common stock outstanding at March 1, 2019 plus all shares reserved for outstanding or future awards under the Existing Plans and the Amendment to the Plan).

              In addition to the share increase described above, the Amendment to the 2017 Plan would provide that all awards, including awards of stock options and stock appreciation rights (but excluding performance-based awards) issued to individuals other than non-employee directors of the board shall be subject to a minimum vesting period of at least one year from the date of the award, and that all awards, including awards of stock options and stock appreciation rights, if any, to non-employee directors of the board shall be subject to a minimum vesting period ending no earlier than the sooner of the next annual stockholders meeting and one year from the date of the award.

Summary Description of the 2017 Plan (as proposed to be amended)

              A copy of the full text of the 2017 Plan (the current 2017 Plan as amended by the Amendment to the 2017 Plan) is attached to this proxy statement asAppendix A. A summary of the 2017 Plan (as proposed to be amended by the Amendment to the 2017 Plan) is set forth below. Other than set forth in the summary below, there have been no other material changes to the 2017 Plan which would require prior stockholder approval.

Purpose. The purpose of the 2017 Plan is to promote the success of the Company and to increase stockholder value by (a) incentivizing the officers, employees, directors, consultants, and other service providers of the Company and our affiliates to foster and build upon the continued success of the Company and to operate and manage the business in a manner that will provide for the long-term growth and profitability of the Company; (b) encouraging stock ownership by certain officers, employees, directors, consultants, and other service providers by providing them with a means to acquire a proprietary interest in the Company, acquire shares of stock, or to receive compensation which is based upon appreciation in the value of stock; and (c) providing a means of obtaining, rewarding and retaining officers, employees, directors, consultants, and other service providers.

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Administration. Our compensation committee will administer the 2017 Plan. The compensation committee has full authority in its discretion to determine the officers, employees, directors, consultants, and other service providers of the Company or our affiliates to whom awards will be granted and the terms and provisions of awards, subject to the provisions of the 2017 Plan. Subject to the provisions in the 2017 Plan, the compensation committee has full and conclusive authority to: (a) interpret the 2017 Plan; (b) prescribe, amend, and rescind rules and regulations relating to the 2017 Plan; (c) determine the terms and provisions of the respective award agreements; and (d) make all other determinations necessary or advisable for the proper administration of the 2017 Plan.

              Our board of directors may by resolution authorize one or more officers of the Company and/or the chair of the compensation committee to designate individuals to receive awards under the 2017 Plan, and to determine the type of awards and the terms and conditions and number of shares of common stock or the amount of cash subject to such awards; provided however, that any such delegation will be subject to such parameters and restrictions consistent with the 2017 Plan.

No Repricing. In no case (except due to an adjustment to reflect a stock split, or similar event, or any repricing that may be approved by our stockholders) will any adjustment be made to a stock option or stock appreciation right award under the 2017 Plan (by cancellation, surrender, or exchange) that would constitute a repricing of the per share exercise or base price of the award.

Eligibility and Limits. Persons eligible to receive awards under the 2017 Plan, subject to limited exceptions set forth in the 2017 Plan, include officers, employees, directors, consultants, and other service providers of the Company or any affiliate of the Company. Currently, approximately 550 officers and employees of the Company and our affiliates (including all of our named executive officers), and each of our non-employee directors are considered eligible under the 2017 Plan.

              The maximum number of shares of our common stock that would be authorized for awards under the Amendment to the 2017 Plan, if approved, is approximately 1,290,182. This number includes, as of March 1, 2019, 220,728 grants previously issued and outstanding, 409,454 shares available for awards under the current 2017 Plan (including Forfeited Shares), and 660,000 newly authorized shares.

              The following other limits are also contained in the 2017 Plan:

•

The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the 2017 Plan is 700,000 shares.

•

The maximum number of shares subject to those options and stock appreciation rights that are granted under the 2017 Plan during any calendar year to any individual other than a non-employee director is 170,000 shares.

•

The maximum number of shares subject to those options and stock appreciation rights that are granted under the 2017 Plan during any calendar year to any non-employee director is 25,000 shares, and the maximum value (determined on the grant date) of full-value awards (as defined in the 2017 Plan and discussed below) that may be granted under the 2017 Plan during any calendar year to any non-employee director is $250,000.

•

The maximum number of shares that are granted with the intent that they qualify as qualified performance-based compensation to any employee may not exceed 150,000 shares.

•

The maximum aggregate dollar amount that may be paid in any calendar year to any employee with respect to performance-based compensation payable in cash may not exceed $3,000,000.

              As of March 1, 2019, in addition to shares available for awards under the current 2017 Plan, there were approximately 383,814 shares subject to awards then outstanding under the Existing Plans.

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Types of Awards. The 2017 Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in our common stock or unit of our common stock, as well as cash performance awards pursuant to Section 3.5 of the 2017 Plan.

              A stock option is the right to purchase shares of our common stock at a future date at a specified price per share (the "Exercise Price"). The per share Exercise Price of an option generally may not be less than the fair market value of a share of our common stock on the date of grant. The maximum term of an option is ten years from the date of the grant. An option may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under "Federal Income Tax Consequences of Awards under the 2017 Plan" below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code and the 2017 Plan. Incentive stock options may only be granted to employees of the Company or a subsidiary.

              A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of a specified or determinable number of shares of our common stock at the time of payment or exercise over a specified or determinable price, which may not be less than the fair market value of such shares of stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant.

              With respect to any stock option or stock appreciation right issued to a Participant other than a non-employee member of the board of directors, the minimum service period required for such award (or portion thereof) to vest is one year following the date of grant of such award.

              The other types of awards that may be granted under the 2017 Plan include, without limitation, grants of our common stock, grants of rights to receive our common stock in the future, dividend equivalent rights, and cash performance awards granted consistent with "Performance-Based Awards" as described below.

Performance-Based Awards. The compensation committee historically granted awards intended to be performance-based awards within the meaning of Section 162(m) of the U.S. Internal Revenue Code ("Performance-Based Awards"), prior to its repeal in 2017. Performance-Based Awards are in addition to any of the other types of awards that may be granted under the 2017 Plan (including options and stock appreciation rights which may also qualify as performance-based awards for Section 162(m) purposes). Performance-Based Awards may be in the form of restricted stock, performance stock, stock units, other rights, or cash performance awards.

              The vesting or payment of Performance-Based Awards (other than options or stock appreciation rights) will depend on the absolute or relative performance of the Company on a consolidated, business unit, division, or affiliate (or business unit or division of an affiliate) basis. The compensation committee will establish the criterion or criteria and target(s) on which performance will be measured. The compensation committee must establish criteria and targets in advance of applicable deadlines under the U.S. Internal Revenue Code and while the attainment of the performance targets remains substantially uncertain. The criteria that the compensation committee may use for this purpose include one or more of the following: earnings per share; book value per share; operating cash flow; free cash flow; cash flow from return on investments; cash available; net income (before or after taxes); revenue or revenue growth; total stockholder return; return on invested capital; return on stockholder equity; return on assets; return on common book equity; return on gross investment; market share; economic value added; operating margin; profit margin; stock price; enterprise value; operating income; EBIT or EBITDA; expenses or operating expenses; productivity of employees as measured by revenues, costs, or earnings per employee; working capital; improvements in capital structure; guest retention,

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traffic and/or satisfaction; employee retention and/or engagement; completion of operating milestones; cost reduction goals; Company, franchise, or system same restaurant sales; Company, franchise, or system restaurant growth in number of new restaurants; average restaurant volume growth; or any combination of the foregoing. The performance measurement period with respect to an award will be established by the compensation committee at the time the award is granted. The compensation committee may appropriately adjust any evaluation of performance under a performance goal to remove the effect of any one or more of the following: equity compensation expense under accounting standard ASC 718; accelerated amortization of acquired technology and intangibles; asset write-downs; litigation or claim judgments or settlements; changes in or provisions under tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; discontinued operations; restaurant closure costs; executive transition costs; acquisition and dispositions; a material change in planned capital expenditures; and any items that are unusual in nature, non-recurring or infrequent in occurrence, except where such action would result in the loss of the otherwise available exemption of the award under Section 162(m), if applicable.

              With respect to any full-value award, the vesting of which is based solely on service with the Company (and not upon, either all or in part, the attainment of any performance measures), with the exception of such awards to non-employee directors, the minimum period of service required for such award to vest is three years following the date of grant of such award, provided that such award may vest ratably in no less than equal annual increments over such period. With respect to any full-value award that is a Performance-Based Award and issued to an individual under the 2017 Plan other than a non-employee director, the applicable performance measurement period may not be less than one year. With respect to any award issued to a non-employee director, the minimum period of service required for such award to vest (or the minimum performance period for any such award) shall be the period beginning on the date of grant and ending on the sooner of (i) the date of the next annual stockholders meeting and (ii) the one-year anniversary of the grant date of such award. Except as described in the immediately preceding sentence with respect to awards issued to non-employee directors, no installment or portion of any award subject to a minimum vesting period described under the 2017 Plan may vest earlier than one-year after the date of grant of such award. The compensation committee may not waive the applicable vesting requirements for an award except in the case of death, disability, or change in control. The term "full-value awards" includes awards of restricted stock, restricted stock units, performance shares, and Other Stock-Based Awards (as defined in the 2017 Plan) granted under the 2017 Plan, but does not include awards pursuant to which the participant's ultimate remuneration is limited solely to the post-grant appreciation in the value of the shares of the Company's common stock subject to the award (such as options or stock appreciation rights having a per share exercise of base price, as applicable, at least equal to the fair market value of a share of the Company's common stock at the time of grant of such award).

              Performance-Based Awards may be paid in stock or cash (in either case, subject to the limits described under the heading "Eligibility and Limits" above). Before any Performance-Based Award (other than an option or stock appreciation right) is paid, the compensation committee must certify in writing that the performance target or targets have been satisfied. The compensation committee has discretion to determine the performance target or targets and any other restrictions or other limitations of Performance-Based Awards and may reserve discretion to reduce payments below maximum award limits.

Acceleration of Awards; Early Termination of Awards. Generally, and subject to limited exceptions set forth in the 2017 Plan, if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger,

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statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company is dissolved or liquidated, then awards then-outstanding under the 2017 Plan may become fully vested or paid, as applicable, and may terminate or be terminated upon consummation of such a change in control event. However, unless the individual award agreement provides otherwise, with respect to executive and certain other high level officers of the Company, upon the occurrence of a change in control event, no award will vest unless such officer's employment with the Company is terminated by the Company without cause within the two-year period following such change in control event. The compensation committee also has the discretion to establish other change in control provisions with respect to awards granted under the 2017 Plan. For example, subject to certain limitations, the compensation committee could provide for the acceleration of vesting or payment of an award in connection with a change in control event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.

Restrictions on Transfer. Subject to certain exceptions contained in Section 4.2 of the 2017 Plan or the applicable award agreement, awards under the 2017 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution, or pursuant to domestic relations orders, and are generally exercisable, during the recipient's lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient's beneficiary or representative. The compensation committee has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws.

Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2017 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, consolidations, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends.

No Limit on Other Authority. Except as expressly provided with respect to the termination of the authority to grant new awards under the 2007 Plan, the 2017 Plan does not limit the authority of the board of directors or the compensation committee to grant awards or authorize any other compensation, with or without reference to our common stock, under any other plan or authority.

Termination and Amendment of the 2017 Plan. The board of directors may amend or terminate the 2017 Plan at any time without stockholder approval; provided, however, that the board of directors shall obtain stockholder approval for any amendment to the 2017 Plan that, except as provided under Section 5.1 of the 2017 Plan, increases the number of shares of stock available under the 2017 Plan, materially expands the classes of individuals eligible to receive awards, materially expands the type of awards available for issuance under the 2017 Plan, or would otherwise require stockholder approval under the rules of the applicable exchange. Unless the award agreement explicitly provides otherwise, no such termination or amendment may materially and adversely affect the rights of the recipient under such award without the consent of the holder of an award.

Federal Income Tax Consequences of Awards under the 2017 Plan

              The U.S. federal income tax consequences of the 2017 Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the 2017 Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe state, local, or international tax consequences. Individual circumstances may vary and participants should rely on the advice of their tax counsel regarding federal income tax treatment under

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the 2017 Plan. Furthermore, any tax advice contained in this discussion is not intended to be used, and may not be used, to avoid penalties imposed under the U.S. Internal Revenue Code.

Stock Options and Stock Appreciation Rights. With respect to nonqualified stock options, the Company is generally entitled to deduct, and the participant will recognize, taxable ordinary income in an amount equal to the excess of the fair market value of the shares at the time of exercise over the option exercise price. Stock appreciation rights are taxed and deductible in substantially the same manner as nonqualified stock options.

              With respect to incentive stock options, a participant who exercises an incentive stock option will not be taxed at the time of exercise. Instead, the participant will be taxed at the time the participant sells common stock purchased pursuant to the incentive stock option on the difference between the price the participant paid for the stock pursuant to the incentive stock option and the amount for which the participant sells that stock. If the participant does not sell the stock prior to two years after the date the option was granted to the participant and one year after the date the stock is transferred to the participant, then the participant will be entitled to capital gain or loss treatment based upon the difference between the amount realized on the disposition and the aggregate exercise price and the Company will not get a corresponding tax deduction. If the participant sells the stock at a gain prior to the expiration of such one and two year periods, the amount by which (A) the lesser of (i) the fair market value of the stock on the date of exercise and (ii) the amount for which the stock is sold exceeds (B) the amount the recipient paid for the stock will be taxed as ordinary income and the Company will be entitled to a corresponding tax deduction in the same amount (if the amount for which the stock is sold exceeds the fair market value on the date of exercise, such excess amount is taxed as capital gain). If the participant sells the stock for less than the amount paid for the stock prior to the expiration of the one and two year periods indicated, no amount will be taxed as ordinary income and the loss will be taxed as a capital loss. Exercise of an incentive option may subject a recipient to, or increase a recipient's liability for, the alternative minimum tax.

Stock Awards. A participant will not be taxed upon the grant of a stock award if such award is not transferable by the recipient and is subject to a "substantial risk of forfeiture," as defined in the U.S. Internal Revenue Code. However, when the shares of common stock that are subject to the stock award are transferable by the participant or are no longer subject to a substantial risk of forfeiture, the participant will recognize compensation taxable as ordinary income in an amount equal to the fair market value of the stock subject to the stock award minus any amount paid for such stock, and the Company will at such time be entitled to a corresponding deduction. However, if a participant so elects at the time the participant receives a stock award, the participant may include the fair market value (at the time of receipt) of the stock subject to the stock award, less any amount paid for such stock, in the participant's income at that time and the Company also will be entitled to a corresponding deduction at that time.

Other Awards. A participant will not recognize income upon the grant of a dividend equivalent right, restricted stock unit or cash performance award. Generally, at the time a payment receives payment under any dividend equivalent right, restricted stock unit, or cash performance award, the participant will recognize compensation taxable as ordinary income in an amount equal to the cash or the fair market value of common stock received, and the Company will then be entitled to a corresponding deduction.

General. Unless specified otherwise in an individual agreement between a participant and the Company, to the extent that acceleration of an award made under the 2017 Plan in connection with a "change in control" (as this term is used under the U.S. Internal Revenue Code) would result in compensation being paid that is not fully deductible by the Company or one of its subsidiaries because

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of Section 280G of the U.S. Internal Revenue Code, such award will not accelerate to the extent or in a manner that would result in any compensation being paid that is not fully deductible.

              The compensation committee has historically generally intended to structure our executive compensation in a manner designed to qualify for deductibility under Section 162(m) of the Internal Revenue Code, provided additional requirements are satisfied. The exemption from Section 162(m)'s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

              The 2017 Plan is not qualified under Section 401(a) of the U.S. Internal Revenue Code.

New Plan Benefits under the 2017 Plan

              Because future awards under the amended 2017 Plan will be granted at the discretion of the compensation committee, the type, number, recipients, and other terms of such awards cannot be determined at this time. Information regarding our recent practices with respect to annual and long-term incentive awards and stock-based compensation under existing plans is presented in the "Summary Compensation Table" and "Outstanding Equity Awards at 2018 Fiscal Year-End" table contained elsewhere in this proxy statement, and in our financial statements for the fiscal year ended December 30, 2018, in the Annual Report on Form 10-K which accompanies this proxy statement.

Vote Required

              Proposal No. 3 requires the affirmative vote of a majority of the votes cast in person or by proxy at the annual meeting.

Board Recommendation

Our board of directors unanimously recommends that you vote FOR approval of the Amendment to the 2017 Performance Incentive Plan.

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PROPOSAL 4
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

              The audit committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to perform the audit of our financial statements and our internal control over financial reporting. The audit committee selected KPMG LLP ("KPMG") as our independent auditor for the fiscal year ending December 30, 2018. KPMG also served as our independent auditor for the 2017 fiscal year ended December 31, 2017, the 2016 fiscal year ended December 25, 2016 and the 2015 fiscal year ended December 27, 2015.29, 2019. In 2017,2018, stockholders approved the ratification of KPMG by approximately 99.98%99.9% of votes cast. The audit committee believes the continued retention of KPMG is in the best interests of the Company and our stockholders. Representatives from KPMG are expected to be present at the annual meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to any questions that might arise.

Evaluation of Auditor

              In approving the selection of KPMG as the Company's independent auditor for the fiscal year ending December 30, 2018,29, 2019, the audit committee considered, among other factors:

•

Firm and engagement team experience, including in our industry;

•

Audit approach and supporting tools;

•

General technical expertise;

•

Audit quality factors, including timing of procedures and engagement team workload and allocation;

•

Recent Public Company Oversight Board (PCAOB) inspection findings and the firms' responses thereto;

•

Communication and interaction with the audit committee and management;

•

Independence and commitment to objectivity and professional skepticism;

•

Prior year audit performance; and

•

The reasonableness and appropriateness of fees.

              Based on this evaluation, our board is requesting that our stockholders ratify KPMG's appointment for the 20182019 fiscal year. We are not required to seek ratification from stockholders of our selection of independent auditor but are doing so as a matter of good governance. If the selection is not ratified, the audit committee will consider whether it is appropriate to select another independent auditor. Even if the selection is ratified, the audit committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

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Principal Accountant Fees and Services

              The following table summarizes the aggregate fees billed or expected to be billed by KPMG for the fiscal years ended December 31, 201730, 2018 and December 25, 2016:31, 2017:

		2017($)		2016($)		2018($)		2017($)
Audit fees		755,616		824,379		828,891		755,616
Audit-related fees		-		-		-		-
Tax fees		30,000		-		13,134		30,000
All other fees		-		-		-		-
​	​	​	​	​	​	​	​	​
Total		785,616		824,379		842,025		785,616

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Audit Fees

              Fees for audit services in 20172018 and 20162017 consisted of the audit of our annual financial statements and reports on internal controls required by the Sarbanes-Oxley Act of 2002, reviews of our quarterly financial statements, and fees related to a review of our Franchise Disclosure Document.Document, and a subscription for the KPMG Accounting Research Online tool.

Audit-Related Fees

              There were no audit-related fees billed by KPMG in 20162018 or 2017.

Tax Fees

              There were noThe tax fees billed by KPMG in 2016. The tax fees billed by KPMG in2018 and 2017 related to tax compliance services with respect to tax accounting methods used in tax filings.

All Other Fees

              There were no all other fees billed by KPMG in 20162018 or 2017.

Audit Committee's Pre-Approval Policies and Procedures

              The audit committee pre-approves all audit and non-audit services to be performed by its independent auditor and has established policies and procedures to ensure that the Company is in full compliance with the requirements for pre-approval set forth in the Sarbanes-Oxley Act of 2002 and the SEC rules regarding auditor independence. The policies and procedures are detailed as to the particular service and do not delegate the audit committee's responsibility to management.

              In accordance with these policies and procedures, management submits for approval audit and non-audit services that management may wish to have the independent auditor perform during the fiscal year, accompanied by an estimated range of fees for each service to be performed. The audit committee pre-approves or rejects the service and an accompanying range of fees for each service desired to be performed. Management is required to seek additional audit committee pre-approval when management becomes aware that any pre-approved service will result in actual fees greater than the fees initially approved. During the course of the year, the chair of the audit committee has the authority to pre-approve requests for services. At each subsequent audit committee meeting, the chair of the audit committee reports any interim pre-approvals since the last meeting.

              All of the fees set forth in the Principal Accountant Fees and Services table above for fiscal year 20172018 were pre-approved by the audit committee.

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Vote Required

              Proposal No. 34 requires the approval of a majority of the votes cast on the proposal.

Board Recommendation

              Our board of directors recommends that you vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2018.29, 2019.

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AUDIT COMMITTEE REPORT

              The audit committee is responsible for overseeing and evaluating the Company's financial reporting process on behalf of the board of directors. Management has the primary responsibility for the Company's financial reporting process, accounting principles, and internal controls as well as preparation of the Company's financial statements in accordance with generally accepted accounting principles in the United States (GAAP). KPMG, our independent auditor for 2018, 2017, 2016, and 2015, is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principlesGAAP and on the Company's internal control over financial reporting.

              The audit committee has reviewed and discussed with management and KPMG the audited financial statements for the year ended December 31, 2017,30, 2018, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in the financial statements, and KPMG's evaluation of the Company's internal control over financial reporting.

              The audit committee has reviewed and discussed with KPMG the matters required to be discussed pursuant to Public Company Accounting Oversight Board (PCAOB) standards. The audit committee has received from KPMG the written disclosures and the letter required by applicable PCAOB requirements regarding the independent accountant's communications with the audit committee concerning independence. The audit committee has also discussed such independence with KPMG.

              Based upon the review and discussions described above, the audit committee recommended to the board of directors that the Company's audited financial statements be included in its annual report on Form 10-k10-K for the year ended December 31, 2017,30, 2018, and the board of directors accepted the audit committee's recommendations.

THE AUDIT COMMITTEE
Richard J. Howell, Chair
Steven K. Lumpkin, Chair
Pattye L. MooreAylwin B. Lewis
Stuart I. Oran

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VOTING PROCEDURES

YOUR VOTE IS VERY IMPORTANT

              Whether or not you plan to attend the meeting, please take the time to vote your shares as soon as possible.

DELIVERY OF PROXY MATERIALS

              The SEC's "notice and access" rule allows companies to deliver a notice regarding internet availability of proxy materials ("notice regarding internet availability") to stockholders in lieu of a paper copy of the proxy statement and related materials and the Company's annual report on Form 10-K (collectively, the "proxy materials"). We use the notice and access process for all of our beneficial holders. The notice regarding internet availability provides instructions as to how these holders can access the proxy materials online, contains a listing of matters to be considered at the meeting, and sets forth instructions as to how shares can be voted. Shares must be voted either by telephone, online, or by completing and returning a proxy card.Shares cannot be voted by marking, writing on, and/or returning the notice regarding internet availability. Any notices regarding internet availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the notice regarding internet availability.

Important Notice Regarding Availability of Proxy Materials

              Our proxy materials are available at http://www.redrobin.com/eproxy.

"Householding" of Proxy Materials

              As permitted by applicable law, we may deliver only one copy of certain of our documents, including the notice regarding internet availability, proxy statement, annual report, and information statement to stockholders residing at the same address, unless such stockholders have notified us of their desire to receive multiple copies thereof. This process, which is commonly referred to as "householding," is intended to provide extra convenience for stockholders and cost savings for the Company.

              If you wish to opt-out of householding and continue to receive multiple copies of the proxy materials at the same address, you may do so at any time prior to thirty days before the mailing of the notice regarding internet availability or the proxy materials themselves, which are typically mailed in April of each year, by notifying us in writing at: Red Robin Gourmet Burgers, Inc., Attn: Shareholder Services, 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, Colorado 80111, or by contacting us at (303) 846-6000. You also may request additional copies of the proxy materials by notifying us in writing at the same address or contacting us at (303) 846-6000, and we will undertake to deliver such additional copies promptly. If you share an address with another stockholder and currently are receiving multiple copies of the proxy materials, you may request householding by notifying us at the above referenced address or telephone number.

VOTING INFORMATION

              Voting rights. As of April 2, 2018,1, 2019, the record date for the meeting, we had 12,971,47912,965,434 shares of common stock outstanding. Each share of our common stock outstanding on the record date is entitled to one vote on all items being voted on at the meeting. You can vote all of the shares that you owned on the record date. These shares may include: (1) shares held directly in your name as the stockholder

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of record, and (2) shares held for you as the beneficial owner through a stockbroker, bank, or other nominee.

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              Voting instructions. We encourage all stockholders to submit votes in advance of the meeting. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted in advance of the meeting.

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Stockholder of record. If your shares are registered directly in your name with Red Robin's transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record of those shares and we are sending these proxy materials directly to you. If you are a stockholder of record, you may vote by submitting a proxy. We have enclosed a proxy card and return envelope for you to use.

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Beneficial ownership. If your shares are held in a brokerage account, by a bank, broker, trustee, or other nominee, you are considered the beneficial owner of shares held in street name. Your proxy materials are being forwarded to you by your bank, broker, trustee, or nominee, who is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker, trustee, or nominee on how to vote via the Internet or by telephone if the bank, broker, trustee, or nominee offers these options or by signing and returning a proxy card. Your bank, broker, trustee, or nominee provides you instructions on how to vote your shares. Stock exchange rules prohibit brokers from voting on Proposal No. 1 (election of directors) and, Proposal No. 2 (advisory vote on executive compensation), and Proposal No. 3 (amendment of 2017 Performance Incentive Plan) without receiving instructions from the beneficial owner of the shares. In the absence of instructions, shares subject to such broker non-votes will not be counted as voted or as present or represented on those proposals and so will have no effect on the vote for Proposal Nos. 1, 2, and 2.3. Votes directed by Internet or telephone through such a bank, broker, trustee, or nominee must be received by 11:59 p.m. Eastern Time on May 29, 2018,2019, unless otherwise directed by your bank or broker. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a "legal proxy" from the broker, bank, or other holder of record that holds your shares, giving you the right to vote the shares at the meeting.

              If you receive more than one set of proxy materials, it means that you hold shares registered in more than one name or account. You should sign and return each proxy and follow the instructions on each notice regarding internet availability that you receive to ensure that all your shares are voted.

              Voting in-person. Shares held in your name as the stockholder of record may be voted in person at the annual meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank, or other holder of record that holds your shares giving you the right to vote the shares.

              Counting of votes. Votes will be counted by our transfer agent, American Stock Transfer & Trust Company,  LLC, which we have retained to act as the inspector of election for the annual meeting.

              Additional meeting matters. We do not expect any matters to be presented for a vote at the meeting other than the matters described in this proxy statement. If you grant a proxy, either of the officers named as proxy holder, Denny Marie PostLynn S. Schweinfurth or Guy J. Constant,Michael L. Kaplan, or their nominee(s) or substitute(s), will have the discretion to vote your shares on any additional matters that are properly presented for a vote at the meeting. If a nominee is not available as a candidate for director, the person named as the proxy holder will vote your proxy for another candidate nominated by our board of directors.

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              Dissenters' rights. No action is proposed herein for which the laws of the state of Delaware or our bylaws provide a right of our stockholders to dissent and obtain appraisal of or payment for such stockholders' common stock.

REVOKING YOUR PROXY

              Even after you have submitted your proxy, you may change your vote or revoke your proxy at any time before the votes are cast at the meeting by: (1) delivering a written notice of your revocation to our corporate secretary at our principal executive office, 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, Colorado 80111; or (2) executing and delivering a later dated proxy. In addition, the powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

ATTENDANCE AT THE MEETING

              All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you are not a stockholder of record but hold shares through a broker or bank, you should provide proof of beneficial ownership on the record date, such as your most recent account statement as of April 2, 2018,1, 2019, a copy of the voting instruction card provided by your broker, bank, or other holder of record, or other similar evidence of ownership. Registration and seating will begin at 7:30 a.m. We do not permit cameras, recording devices, or other electronic devices at the meeting.

QUORUM, VOTE REQUIRED, ABSTENTIONS, AND BROKER NON-VOTES

Quorum

              The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding as of the record date will constitute a quorum. There must be a quorum for any action to be taken at the meeting (other than an adjournment or postponement of the meeting). If you submit a properly executed proxy card, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum. Broker non-votes will be counted for purposes of determining the presence of a quorum at the meeting.

Vote Required

              ForProposal 1 (director election), in an uncontested election (such as the election to be held at this annual meeting), each director will be elected by the affirmative vote of the majority of the votes cast. A majority of votes cast means that the number of shares castFOR a director's election exceeds the number of shares castAGAINST that director. If a nominee does not receive a majority of the votes cast for such nominee, then the resulting vacancy will be filled only by a majority vote of the directors then in office, and the director(s) so chosen shall serve for a term expiring at the next annual meeting of stockholders or until such director's successor shall have been duly elected and qualified. Abstentions and broker non-votes are not considered votes cast and therefore will have no effect on the outcome of the vote.

              Proposal 2 (say-on-pay) represents an advisory vote and the results will not be binding on the board or the Company. The affirmative vote of a majority of the votes cast for this proposal will constitute the stockholders' non-binding approval with respect to our executive compensation programs. Our board will review the voting results and take them into consideration when making future decisions regarding executive compensation. Abstentions and broker non-votes will have no effect on the outcome of the vote.

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              ForProposal 3 (approval of amendment to 2017 Performance Incentive Plan), the affirmative vote of a majority of the votes cast for this proposal will be required to approve such proposal. Abstentions and broker non-votes will have no effect on the outcome of the vote.

              ForProposal 4 (ratification of auditors), the affirmative vote of a majority of the votes cast on this proposal will be required to approve such proposal. Abstentions will have no effect on the outcome of the vote.

Broker Non-Votes

              Brokers, banks, or other holders of record are no longer permitted to vote on most proxy proposals without specific client instructions. In these cases, the broker can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules. If you are a beneficial owner whose shares are held of record by a broker, bank, or other holder of record, you must instruct the broker, bank, or other holder of record how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

              At this annual meeting, your broker, bank, or other holder of record does not have discretionary voting authority to vote on any of the proposals other than Proposal 34 (ratification of auditors) without instructions from you, in which case a broker non-vote will occur, and your shares will not be voted on these matters.

ADDITIONAL INFORMATION

              Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required, during fiscal year 2017,2018, all of our officers, directors, and greater than ten percent beneficial owners timely complied with all Section 16(a) filing requirements.

              Proposals for Inclusion in 20192020 Proxy Statement. For your proposal or director nomination to be considered for inclusion in our proxy statement for next year's meeting, your written proposal must be received by our corporate secretary at our principal executive office no later than December 11, 2018.12, 2019. If we change the date of next year's meeting by more than 30 days from the date of this year's meeting, then the deadline is a reasonable time before we begin to print and mail our proxy materials. You should also be aware that your proposal must comply with SEC regulations regarding inclusion of stockholder proposals in Company-sponsored proxy materials and our bylaws.

              Proposals to be Addressed at 20192020 Annual Meeting (but not included in proxy statement). In order for you to properly bring a proposal (including director nominations) before next year's annual meeting, our corporate secretary must receive a written notice of the proposal no later than February 25, 201926, 2020 and no earlier than January 25, 2019,27, 2020, and it must contain the additional information required by our bylaws. All proposals received after February 25, 201926, 2020 will be considered untimely. You

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