Actionable news
0
All posts from Actionable news
Actionable news in RUTH: Ruth's Hospitality Group, Inc.,

Other preliminary proxy statements

BGCOLOR="WHITE">

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

x Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under § 240.14a-12

RUTHS HOSPITALITY GROUP, INC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

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

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

PRELIMINARY PROXY STATEMENTSUBJECT TO COMPLETION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2016 annual meeting of stockholders of Ruths Hospitality Group, Inc. (the Company or Ruths) will be held at Ruths Chris Steak House, 610 North Orlando Avenue, Highway 17-92, Winter Park, Florida 32789, on Thursday, May 26, 2016, beginning at 1:00 P.M. local time. At the meeting, the holders of the Companys outstanding common stock will act on the following matters:

(1) the election of the seven nominees as directors named in the attached proxy statement to serve terms expiring at the annual meeting of stockholders to be held in 2017 and until their successors have been elected and qualified;
(2) the amendment of our amended and restated Certificate of Incorporation to eliminate restrictions on removal of directors; and
(3) the ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for fiscal 2016; and
(4) the transaction of any other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 31, 2016, are entitled to notice of and to vote at the annual meeting and any postponements or adjournments thereof.

Whether or not you expect to be present at the meeting, please vote your shares by following the instructions on the accompanying proxy card or voting instruction card. If your shares are held in the name of a bank, broker or other record holder, their voting procedures should be described on the voting form they send to you. Any person voting by proxy has the power to revoke it at any time prior to its exercise at the meeting in accordance with the procedures described in the accompanying proxy statement.

It is important that your shares are represented at the annual meeting, whether or not you plan to attend. To ensure your shares will be represented, we ask that you vote your shares via the Internet or by telephone, as instructed on the accompanying proxy card or voting instruction card. If you received the proxy card by mail, you may submit your vote by completing, signing, dating and returning the proxy card by mail. We encourage you to vote via the Internet or by telephone. These methods save us significant postage and processing charges. Please vote your shares as soon as possible. This is your annual meeting and your participation is important.

By order of the Board of Directors,
/s/ Alice G. Givens
Alice G. Givens
Corporate Secretary

April , 2016

TABLE OF CONTENTS

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

1

ABOUT THE ANNUAL MEETING

1

PRINCIPAL STOCKHOLDERS

5

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

6

PROPOSAL NO. 1 ELECTION OF DIRECTORS

7

PROPOSAL NO. 2 AMENDMENT TO THE COMPANYS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE RESTRICTIONS ON REMOVAL OF DIRECTORS

9

PROPOSAL NO. 3 RATIFICATION OF THE APPOINTMENT OF KPMG LLP

10

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

11

EXECUTIVE OFFICERS

17

COMPENSATION DISCUSSION AND ANALYSIS

18

COMPENSATION COMMITTEE REPORT

22

EXECUTIVE COMPENSATION

23

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

30

AUDIT COMMITTEE REPORT

31

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

32

STOCKHOLDER PROPOSALS FOR THE 2017 MEETING

33

1030 W. CANTON AVENUE, SUITE 100

WINTER PARK, FLORIDA 32789

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 26, 2016

PROXY STATEMENT

The Board of Directors of Ruths Hospitality Group, Inc. (the Company or Ruths) is soliciting proxies from its stockholders to be used at the annual meeting of stockholders to be held on Thursday, May 26, 2016, beginning at 1:00 P.M., at Ruths Chris Steak House, 610 North Orlando Avenue, Highway 17-92, Winter Park, Florida 32789, and at any postponements or adjournments thereof. This proxy statement contains information related to the annual meeting. This proxy statement, accompanying form of proxy and the Companys annual report are first being sent to stockholders on or about April 18, 2016.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

THURSDAY, MAY 26, 2016

This proxy statement and our 2015 Annual Report to Stockholders are available at www.proxyvote.com.

ABOUT THE ANNUAL MEETING

Why did I receive these materials?

Our Board of Directors is soliciting proxies for the 2016 annual meeting of stockholders. You are receiving a proxy statement because you owned shares of our common stock on March 31, 2016 and that entitles you to vote at the meeting. By use of a proxy, you can vote whether or not you attend the meeting. This proxy statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.

What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, our Board and Board committees, the compensation of directors and executive officers and other information that the SEC requires us to provide annually to our stockholders.

If I previously signed up to receive stockholder materials, including proxy statements and annual reports, by mail and wish to access these materials via the Internet or via electronic delivery in the future, what should I do?

If you have previously signed up to receive stockholder materials, including proxy statements and annual reports, by mail, you may choose to receive these materials by accessing the Internet or via electronic delivery in the future, which can help us achieve a substantial reduction in our printing and mailing costs. If you choose to receive your proxy materials by accessing the Internet, then before next years annual meeting, you will receive a Notice of Internet Availability of Proxy Materials when the proxy materials and annual report are available over the Internet. If you choose instead to receive your proxy materials via electronic delivery, you will receive an email containing the proxy materials.

If your shares are registered in your own name (instead of through a broker or other nominee), sign up to receive proxy materials in the future by accessing the Internet or via electronic delivery by visiting the following website: www.proxyvote.com.

Your election to receive your proxy materials by accessing the Internet or by electronic delivery will remain in effect for all future stockholder meetings unless you revoke it before the meeting by following the instructions on the enclosed proxy card or by calling or sending a written request addressed to:

Ruths Hospitality Group, Inc.

Attn: Alice G. Givens

1030 W. Canton Avenue, Suite 100

Winter Park, Florida 32789

(407) 333-7440

If you hold your shares in an account at a brokerage firm or bank participating in a street name program, you can sign up for electronic delivery of proxy materials in the future by contacting your broker.

How can I obtain paper copies of the proxy materials, 10-K and other financial information?

Stockholders can access the 2016 proxy statement, Form 10-K and our other filings with the SEC as well as our corporate governance and other related information on the Investor Relations page of our website at www.rhgi.com.

If you elected to receive our stockholder materials via the Internet or via electronic delivery, you may request paper copies by written request addressed to:

Ruths Hospitality Group, Inc.

Attn: Alice G. Givens

1030 W. Canton Avenue, Suite 100

Winter Park, Florida 32789

(407) 333-7440

We will also furnish any exhibit to the Form 10-K if specifically requested.

Who is entitled to vote at the meeting?

Holders of common stock, as of the close of business on the record date, March 31, 2016, will receive notice of, and be eligible to vote at, the annual meeting and at any adjournment or postponement of the annual meeting. At the close of business on the record date, we had outstanding and entitled to vote 33,817,249 shares of common stock.

How many votes do I have?

Each outstanding share of our common stock you owned as of the record date will be entitled to one vote for each matter considered at the meeting. There is no cumulative voting.

Who can attend the meeting?

Only persons with evidence of stock ownership as of the record date or who are invited guests of the Company may attend and be admitted to the annual meeting of the stockholders. Stockholders with evidence of stock ownership as of the record date may be accompanied by one guest. Photo identification will be required (a valid drivers license, state identification or passport). If a stockholders shares are registered in the name of a broker, trust, bank or other nominee, the stockholder must bring a proxy or a letter from that broker, trust, bank or other nominee or a recent brokerage account statement that confirms that the stockholder was a beneficial owner of shares of stock of the Company as of the record date. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration will begin at 12:00 noon, and seating will begin at 12:30 P.M. For directions to the meeting, please call Anna Culp at (407) 829-3469.

Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting.

Proxies received but marked as abstentions and broker non-votes, if any, will be included in the calculation of the number of votes considered to be present at the meeting for the purposes of a quorum.

How do I vote?

If you are a holder of record (that is, your shares are registered in your own name with our transfer agent), you can vote either in person at the annual meeting or by proxy without attending the annual meeting. We urge you to vote by proxy even if you plan to attend the annual meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting in person, you may vote at the meeting and your proxy will not be counted. You can vote by proxy by any of the following methods.

Our Board of Directors has designated Michael P. ODonnell and Arne G. Haak, and each or any of them, as proxies to vote the shares of common stock solicited on its behalf.

Voting by Telephone or Through the Internet . If you are a registered stockholder (that is, if you own shares in your own name and not through a broker, bank or other nominee that holds shares for your account in a street name capacity), you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through the Internet must be received by May 25, 2016. Please see the proxy card for instructions on how to access the telephone and Internet voting systems.

Voting by Proxy Card . Each stockholder electing to receive stockholder materials by mail may vote by proxy by using the accompanying proxy card. When you return a proxy card that is properly signed and completed, the shares represented by your proxy will be voted as you specify on the proxy card.

If you hold your shares in street name , you must either direct the bank, broker or other record holder of your shares as to how to vote your shares, or obtain a proxy from the bank, broker or other record holder to vote at the meeting. Please refer to the voter instruction cards used by your bank, broker or other record holder for specific instructions on methods of voting, including by telephone or using the Internet.

Your shares will be voted as you indicate. If you return the proxy card but you do not indicate your voting preferences, then your shares will not be voted on any proposal other than the ratification of our auditors and the individuals designated as proxies will vote your shares FOR the ratification of our auditors. Our Board and management do not intend to present any matters at this time at the annual meeting other than those outlined in the notice of the annual meeting. Should any other matter requiring a vote of stockholders arise, stockholders returning the proxy card confer upon the individuals designated as proxies discretionary authority to vote the shares represented by such proxy on any such other matter in accordance with their best judgment.

Can I change my vote?

Yes. If you are a stockholder of record, you may revoke or change your vote at any time before the proxy is exercised by filing a notice of revocation with the secretary of the Company, mailing a proxy bearing a later date, submitting your proxy again by telephone or over the Internet or by attending the annual meeting and voting in person. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares, by attending the meeting and voting in person. In either case, 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.

How are we soliciting this proxy?

We are soliciting this proxy on behalf of our Board of Directors and will pay all expenses associated with this solicitation. In addition to mailing these proxy materials, certain of our officers and other employees may, without compensation other than their regular compensation, solicit proxies through further mailing or personal conversations, or by telephone, facsimile or other electronic means. We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of our stock and to obtain proxies.

Will stockholders be asked to vote on any other matters?

To our knowledge, stockholders will vote only on the matters described in this proxy statement. However, if any other matters properly come before the meeting, the individuals designated as proxies for stockholders will vote on those matters in the manner they consider appropriate.

What vote is required to approve each item?

Directors will be elected by a majority of the votes cast at the meeting, in person or by proxy, which means that a nominee for director will be elected to the Board of Directors if the votes cast FOR the nominees election exceed the votes cast AGAINST such nominees election. If a director nominee fails to receive FOR votes representing at least a majority of votes cast and is an incumbent director, our amended and restated Certificate of Incorporation requires the director to promptly tender his or her resignation to our Board of Directors, subject to acceptance by our Board. The Nominating and Corporate Governance Committee of our Board will then recommend to our Board, and our Board will decide, whether to accept or reject the tendered resignation, or whether other action should be taken.

The approval of the amendment of the Companys amended and restated Certificate of Incorporation to eliminate restrictions on removal of directors requires the affirmative vote of no less than 66 2/3% of shares of common stock outstanding.

The ratification of the appointment of KPMG LLP to serve as the Companys independent auditors for fiscal 2016 requires the affirmative vote of the majority of the votes present, in person or by proxy, and entitled to vote at the meeting.

How are votes counted?

In the election of directors, you may vote FOR, AGAINST or ABSTAIN with respect to each of the nominees. You may not cumulate your votes for the election of directors. Abstentions and broker non-votes are not counted as votes cast for purposes of the election of directors and, therefore, will have no effect on the outcome of the election.

For the amendment of the Companys amended and restated Certificate of Incorporation to eliminate restrictions on removal of directors and the ratification of the appointment of KPMG to serve as the Companys independent auditors for fiscal 2016, you may vote FOR, AGAINST or ABSTAIN. Abstentions are considered to be present and entitled to vote at the meeting and, therefore, will have the effect of a vote against the amendment of the Companys amended and restated Certificate of Incorporation and the appointment of KPMG LLP to serve as the Companys independent auditors for fiscal 2016.

If you hold your shares in street name, the Company has supplied copies of its proxy materials for its 2016 annual meeting of stockholders to the broker, bank or other nominee holding your shares of record and they have the responsibility to send these proxy materials to you. Your broker, bank or other nominee is permitted to vote your shares on the appointment of KPMG LLP as our independent auditor without receiving voting instructions from you. In contrast, the election of directors and the proposed amendment to the Companys amended and restated Certificate of Incorporation are non-discretionary items. This means brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them. These so-called broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the vote for directors. However, for the proposed amendment to the Companys amended and restated Certificate of Incorporation, which requires the affirmative vote of no less than 66 2/3% of the shares of common stock outstanding, a broker non-vote will have the same effect as a vote against the proposal.

What happens if a nominee for director declines or is unable to accept election?

If any nominee should become unavailable, which is not anticipated, the persons voting the accompanying proxy may vote for a substitute nominee designated by our Board or our Board may reduce the number of directors.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement, proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote your shares applicable to each proxy card and voting instruction card that you receive.

Where can I find the voting results of the annual meeting?

The Company intends to announce the preliminary voting results at the annual meeting and publish the final results in a Form 8-K within four business days following the annual meeting.

PRINCIPAL STOCKHOLDERS

The following table sets forth information known to the Company regarding beneficial ownership of the Companys common stock, as of March 31, 2016, by each person known by the Company to own more than 5% of our common stock, each director and each of the executive officers identified in the Summary Compensation Table and by all of its directors and executive officers as a group (ten persons). The table lists the number of shares and percentage of shares beneficially owned based on 33,817,249 shares of common stock outstanding as of March 31, 2016, which includes unvested restricted stock. Information in the table is derived from SEC filings made by such persons on Schedule 13G and/or under Section 16(a) of the Securities Exchange Act of 1934, as amended, and other information received by the Company. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

Name of Beneficial Owner

Number of Shares Beneficially
Owned(1)
Percent
of Class

Principal Stockholders:

BlackRock, Inc.(2)

2,993,029 8.85 %

FMR LLC(3)

5,251,114 15.53 %

Directors, excluding Chief Executive Officer

Robin P. Selati(4)

37,984 *

Bannus B. Hudson(5)

78,837 *

Alan Vituli(6)

26,837 *

Carla R. Cooper(7)

50,815 *

Robert S. Merritt(8)

59,872 *

Giannella Alvarez (9)

5,481 *

Named Executive Officers

Arne Haak(10)

324,974 *

Cheryl Henry(11)

250,189 *

Michael P. ODonnell(12)

1,175,401 3.48 %

Kevin W. Toomy(13)

214,845 *

Peter J. Beaudrault(14)

56,013 *

All directors and executive officers as a group (eleven persons)

2,281,248 6.74 %
(1) Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respect to all shares of our stock shown as beneficially owned by them. Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options and warrants held by that individual or entity that are either currently exercisable or exercisable within 60 days from March 31, 2016 are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity. The amounts also include unvested shares of restricted stock for certain executive officers and directors, as specified in the applicable footnotes. The business address of each of our named executive officers and directors is 1030 W. Canton Avenue, Suite 100, Winter Park, Florida 32789.
(2) The information provided in the table and the information below reflects information reported on Schedule 13G/A dated January 27, 2016 filed by BlackRock, Inc., which has sole voting over 2,927,040 shares and sole dispositive power over 2,993,029 shares. The following affiliates of BlackRock, Inc. are included in the filing: BlackRock Advisors, LLC, BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors and BlackRock Institutional Trust Company, N.A. The business address for the entities is 55 East 52nd Street, New York, New York 10055.
(3) The information provided in the table and the information below reflects information reported by the stockholder on Schedule 13G/A dated February 12, 2016 filed by FMR LLC. Abigail P. Johnson is a Director, Vice Chairman, Chief Executive Officer and President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the investment companies Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the investment companies Boards of Trustees. The business address for the filers is 245 Summer Street, Boston, Massachusetts 02210.
(4) Includes 2,093 shares of restricted stock that will vest on March 11, 2017, 3,438 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018 and 5,481 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019.
(5) Includes 2,093 shares of restricted stock that will vest pro rata on an annual basis through March 11, 2017, 3,438 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018, 5,481 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019 and 6,000 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2016.
(6) Includes 2,093 shares of restricted stock that will vest pro rata on an annual basis through March 11, 2017, 3,438 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018, 5,481 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019 and 6,000 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2016.
(7) Includes 2,093 shares of restricted stock that will vest pro rata on an annual basis through March 11, 2017, 3,438 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018, 5,481 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019 and 6,000 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2016.
(8) Includes 2,093 shares of restricted stock that will vest pro rata on an annual basis through March 11, 2017, 3,438 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018 and 5,481 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019.
(9) Includes 5,481 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019.
(10) Includes 4,031 shares of restricted stock that will vest on March 11, 2017, 7,531 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018, 8,514 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 9, 2017, 150,000 shares of restricted stock that will vest pro rata on an annual basis over a four-year period beginning June 15, 2018, 10,677 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019, and 14,751 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 3, 2018.
(11) Includes 2,233 shares of restricted stock that will vest on March 11, 2017, 3,667 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018, 4,146 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 9, 2017, 125,000 shares of restricted stock that will vest pro rata on an annual basis over a four-year period beginning June 15, 2018, 8,542 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019, and 11,801 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 3, 2018 and 21,077 options exercisable within 60 days of March 31, 2015.
(12) Includes 16,214 shares of restricted stock that will vest on March 11, 2017, 26,632 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018, 30,107 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 9, 2017, 300,000 shares of restricted stock that will vest pro rata on an annual basis over a five-year period beginning June 30, 2016, 38,439 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019, and 53,103 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 3, 2018.
(13) Includes 1,452 shares of restricted stock that will vest on March 11, 2017, 3,275 shares of restricted stock that will vest pro rata on an annual basis through March 9, 2018, 3,702 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 9, 2017, 100,000 shares of restricted stock that will vest pro rata on an annual basis over a three-year period beginning June 15, 2016, 7,154 shares of restricted stock that will vest pro rata on an annual basis through March 3, 2019, and 9,883 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 3, 2018.
(14) Includes 553 shares of restricted stock that will vest on March 11, 2017 and 3,085 shares of restricted stock that will vest upon completion of a two-year cliff vesting period on March 9, 2017.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers, directors and greater than 10% stockholders file reports of ownership and changes of ownership of common stock with the SEC and the NASDAQ Global Select Market. Based on a review of the SEC-filed ownership reports during fiscal 2015, the Company believes that all Section 16(a) filing requirements were met during the fiscal year ended December 27, 2015, except that the following reports were not timely filed: Form 4s disclosing equity awards made in June 2015 to Messrs. Haak and Toomy and Ms. Henry.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

The Companys amended and restated Certificate of Incorporation provides that the number of directors shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office. The number of authorized directors as of the date of this proxy statement is seven. Our Board currently is composed of seven directors, with each director serving until the next annual meeting or until his or her successor is elected. The seven candidates nominated by our Board for election as directors at the 2016 annual meeting of stockholders are also identified below, each of whom is currently a member of our Board.

All of the nominees have indicated to the Company that they will be available to serve as directors. If any nominee named herein for election as a director should, for any reason, become unavailable to serve prior to the annual meeting, our Board may, prior to the annual meeting, (i) reduce the size of our Board to eliminate the position for which that person was nominated, (ii) nominate a new candidate in place of such person or (iii) leave the position vacant to be filled at a later time. The information presented below for the nominees has been furnished to the Company by the nominees.

Director Nominees for Election by Our Stockholders

The following paragraphs provide biographies of each of the candidates nominated by our Board for election by our stockholders. These biographies contain information regarding the nominees service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications or skills that caused our Nominating and Corporate Governance Committee and our Board to determine that the person should serve as one of our directors.

Michael P. ODonnell

Mr. ODonnell, age 60, has served as a director and as our President and Chief Executive Officer since August 2008 and as Chairman of our Board since October 2010. Mr. ODonnell has spent more than 25 years in the restaurant industry, having been most recently Chairman of the Board of Directors, President and Chief Executive Officer of Champps Entertainment, Inc. from March 2005 until the company was sold in 2007. Prior to that, Mr. ODonnell served in several leadership positions in the restaurant industry, including President and Chief Executive Officer of New Business and President of Roys for Outback Steakhouse, Inc., President and Chief Operating Officer of Millers Ale House, Chairman, President and Chief Executive Officer of Ground Round Restaurants, Inc. and key operation positions with T.G.I. Fridays and Pizza Hut. Mr. ODonnell currently serves as a director with Logans Roadhouse and Hickory Tavern and as a member of the Rollins College Board of Trustees. During the previous five years, Mr. ODonnell also served as a director of Sbarro, Inc. and Cosi, Inc. In addition to his leadership skills, Mr. ODonnell has extensive experience with other restaurant companies and is very knowledgeable of the restaurant industry.

Robin P. Selati

Mr. Selati, age 50, has served as a member of our Board of Directors since September 1999, and served as Chairman of our Board of Directors from April 2005 to September 2006 and from April 2008 to October 2010. Mr. Selati is a Managing Director of Madison Dearborn Partners, LLC (Madison Dearborn) and joined the firm in 1993. Before 1993, Mr. Selati was with Alex. Brown & Sons Incorporated. Mr. Selati currently serves on the Board of Directors of CDW Corporation and Things Remembered, Inc. During the previous five years, Mr. Selati also served as a director for The Yankee Candle Company, Inc., and B.F. Bolthouse Holdco LLC. Mr. Selati is very knowledgeable of the capital markets, public company strategies and executive compensation.

Giannella Alvarez

Ms. Alvarez, age 56, has served as a member of our board of directors since February 2016. Ms. Alvarez is the Chief Executive Officer of Harmless Harvest, Inc., a privately held organic food and beverage company based in San Francisco, California since 2015. She served until February 2014 as Executive Vice President and General Manager responsible for the Pet Business Unit at Del Monte Corporation. From 2011 to 2013, she served as Group President and Chief Executive Officer for Barilla Americas, where she was responsible for North, Central and South Americas operations of Barilla S.p.A., a global company headquartered in Parma, Italy. From 2006 to 2010, she held senior global management positions with The Coca-Cola Company (NYSE: KO). Prior to that, she held a number of increasingly senior positions in marketing and general management with Kimberly-Clark Corporation (NYSE: KMB) and Proctor & Gamble (NYSE: PG) in the United States and Latin America. Ms. Alvarez currently serves as a director of Domtar Corporation (NYSE: UFS). Ms. Alvarez has experience in marketing, customer relations, franchising, international operations and technology in the food industry and has executive leadership skills.

Carla R. Cooper

Ms. Cooper, age 65, has served as a member of our Board of Directors since December 2003. Ms. Cooper was President and Chief Executive Officer of Daymon Worldwide until 2015. Ms. Cooper served as Senior Vice President of Quaker, Tropicana and Gatorade Sales for PepsiCo, Inc. from November 2003 to August 2009. From February 2001 to October 2003, Ms. Cooper served as President of Kellogg Companys Natural and Frozen Foods Division. From February 2000 to February 2001, Ms. Cooper was Senior Vice President and General Manager of Foodservice for Kellogg Company. From June 1988 to November 2000, Ms. Cooper was employed in various positions with Coca-Cola USA, including as Vice President, Customer Marketing. Ms. Cooper has extensive experience in sales, marketing and franchising in the food industry and has insight into vendor relationships.

Bannus B. Hudson

Mr. Hudson, age 70, was elected to our Board of Directors in June 2005. Mr. Hudson served as Chairman of the Board of Beverages & More, Inc. from November 1998 to February 2007. From October 1997 to February 2007, Mr. Hudson served as President and Chief Executive Officer of Beverages & More, Inc. Mr. Hudson has leadership experience in food companies and is very knowledgeable of human resource management.

Robert S. Merritt

Mr. Merritt, age 64, has served as a member of our Board of Directors since October 2009. Mr. Merritt has served as the Chief Executive Officer of Ignite Restaurant Group, Inc. (NASDAQ: IRG) since November 2015 and has served on their Board of Directors since May 2014. From June 2012 through September 2013, Mr. Merritt served as President and Chief Executive Officer of Benjamin Moore & Co. Mr. Merritt served on the Board of Directors for Cosi, Inc., (NASDAQ: COSI), from October 2005 through August 2014 and served as Chairman of their Board of Directors from November 2008 to March 2010. From March 2007 to September 2007, Mr. Merritt served as Cosi, Inc.s Interim Chief Executive Officer and President, while continuing to serve as a director. In 2005, Mr. Merritt retired from Outback Steakhouse, Inc., where he served as Senior Vice President of Finance, Chief Financial Officer, Treasurer and Secretary since February 1991, and served as Vice President and Chief Financial Officer from January 1990 to February 1991. Mr. Merritt also served as a director for Outback Steakhouse, Inc. and each of its subsidiaries and affiliates from 1992 to 2005. From 1988 to 1989, he served as Executive Vice President of Administration and Chief Financial Officer of JBs Restaurants, Inc., a restaurant operator. From 1985 to 1988, he was Vice President of Finance for JBs Restaurants. From 1981 to 1985, Mr. Merritt was employed by Vie de France Corporation, a restaurant and specialty baking company, as Vice President of Finance and Accounting and Chief Financial Officer. Mr. Merritt has knowledge and experience in accounting as well as restaurant finances, and extensive leadership experience with public restaurant companies.

Alan Vituli

Mr. Vituli, age 74, has served as a member of our Board of Directors since December 2003. Mr. Vituli previously served as Chairman of the Board of Directors of Carrols Restaurant Group, Inc. and as Chief Executive Officer of Carrols Holdings Corporation from 1992 through December 2011. Between 1983 and 1985, Mr. Vituli was employed by Smith Barney, Harris Upham & Co., Inc., as Senior Vice President responsible for real estate transactions. From 1966 until joining Smith Barney, Mr. Vituli was associated with the accounting firm of Coopers & Lybrand, first as an employee and then for 10 years as a partner. Among the positions held by Mr. Vituli at Coopers & Lybrand was National Director of Mergers and Acquisitions. Before joining Coopers & Lybrand, Mr. Vituli was employed in a family-owned restaurant business. From 1993 through 1998, Mr. Vituli served on the board of directors of Pollo Tropical, Inc. Mr. Vituli has extensive accounting expertise and experience in the restaurant industry as well as executive leadership skills.

Our Board of Directors recommends a vote FOR the election of each of the seven candidates

nominated for director by our Board listed above.

PROPOSAL NO. 2

AMENDMENT TO THE COMPANYS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE RESTRICTIONS ON REMOVAL OF DIRECTORS

Our amended and restated Certificate of Incorporation currently provides that directors may only be removed from office for cause and only by the affirmative vote of the holders of at least 66 and 2/3% of our outstanding common stock even though our Board of Directors is not classified. A recent Delaware judicial ruling has held that provisions like this are invalid.

Stockholders are being asked at this annual meeting to approve and adopt an amendment to our amended and restated Certificate of Incorporation to eliminate restrictions on removal of directors. If approved, this proposal would amend Article Six, Sections 3 and 4 of our amended and restated Certificate of Incorporation to eliminate this provision. This summary of the proposed amendment to our amended and restated Certificate of Incorporation is qualified in its entirety by reference to the text of the proposed amendment attached as Appendix A to this proxy statement.

Our Board has approved the amendment to our amended and restated Certificate of Incorporation, subject to and conditioned upon stockholder approval at this annual meeting.

After careful consideration, our Board has determined that it would be in the best interests of our stockholders to amend our amended and restated Certificate of Incorporation to eliminate restrictions on removal of directors.

Our Board recommends a vote FOR approval of the amendment to our amended and restated

Certificate of Incorporation to eliminate restrictions on removal of directors.

PROPOSAL NO. 3

RATIFICATION OF THE APPOINTMENT OF KPMG LLP

Our Audit...


More