RED ROBIN GOURMET BURGERS INC

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Appendix B​

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

Red Robin Gourmet Burgers, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Date (the “DGCL”), DOES HEREBY CERTIFY THAT:

1. The Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) as heretofore in effect is hereby amended as follows:

a.

Article SIXTH, Section A. shall be deleted and replaced in its entirety with the following:

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“A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by a majority of the Whole Board. Subject to the rights of holders of Preferred Stock to elect additional directors under specified circumstances, all directors shall be elected for a one-year term expiring at the next annual meeting after their election. Notwithstanding the foregoing provisions, each director shall serve until his or her successor is duly elected and qualified, or until his or her death, resignation or removal.”

b.

Article SIXTH, Section B. shall be deleted and replaced in its entirety with the following:

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“B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the board of directors, be filled only by a majority vote of the directors then in office, though less than a quorum, and not by stockholders. Any director so chosen to fill a vacancy or a newly created directorship shall hold office for a term expiring at the next annual meeting of stockholders. No decrease in the authorized number of directors shall shorten the term of any incumbent director.”

c.

Article SIXTH, Section D. shall be deleted and replaced in its entirety with the following:

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“D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire board of directors, may be removed from office, with or without cause, by the affirmative vote of a majority of the shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class.”

d.

Article SIXTH, Section E. shall be deleted and replaced in its entirety with the following:

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“E. When a quorum is present at any meeting for the election of directors, a nominee for director shall be elected by the stockholders at such meeting if the votes cast “for” such nominee’s election exceed the votes cast “against” ​(or “withheld”

from) such nominee’s election (with “abstentions” and “broker non-votes” not counted as a vote either “for” or “against” that director’s election); provided, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the secretary of the corporation receives a notice that a stockholder has nominated a person for election to the board of directors in compliance with the advance notice requirements for stockholder nominees for a director set forth in Article SIXTH, Section C hereof and (ii) such nomination has not been rejected by the company for any reason or withdrawn by such stockholder on or before the tenth business day before the corporation first mails its notice of meeting to the stockholders. In the event the votes cast “against” ​(or “withheld” from) the nominee exceed the votes cast “for” such nominee (with “abstentions” and “broker non-votes” not counted as a vote either “for” or “against” that director’s election) (a “No Vote”), the resulting vacancy shall be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and the directors 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. In no event shall the Board nominate or elect a person to the Board who has received a No Vote subsequent to the adoption of this provision.”

e.

Article SEVENTH shall be deleted and replaced in its entirety with the following:

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“SEVENTH: The board of directors is expressly empowered to adopt, amend or repeal by-laws of the Corporation. Any adoption, amendment or repeal of the by-laws of the Corporation by the board of directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the by-laws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of a majority of all of the then-outstanding shares of the capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the by-laws of the Corporation.”

f.

Article NINTH shall be deleted and replaced in its entirety with the following:

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“NINTH: The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation.”

2. The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the DGCL.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this [•] day of [•], 2025.

By:

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Name:

[•]

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Title:

[•]

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[Certificate of Amendment]

0. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14475RED ROBIN GOURMET BURGERS, INC.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Todd Wilson and Sarah Mussetter, and each of them, as proxies,each with full power of substitution, to represent and vote as designated on the reverse side, all theshares of Common Stock of Red Robin Gourmet Burgers, Inc. held of record by the undersigned onMarch 24, 2025 at the Annual Meeting of Stockholders to be held at Red Robin’s Yummm U, located at10000 East Geddes Avenue, Unit 500, Englewood, Colorado 80112 at 8:00 a.m. MDT on May 22, 2025, orany adjournment or postponement thereof.This proxy authorizes each of the persons named above to vote at her or his discretion on any othermatter that may properly come before the meeting or any postponement or adjournment thereof. If this cardis properly executed and returned, but contains no specific voting instructions, these shares will be votedin accordance with the recommendation of the Board of Directors.(Continued and to be signed on the reverse side)1.125-2334-1 C2.1 P1

ANNUAL MEETING OF STOCKHOLDERS OFRED ROBIN GOURMET BURGERS, INC.May 22, 2025If no direction is provided, this proxy will be voted"FOR" Proposal 6.NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS:The Notice of Meeting, Proxy Statement, Form of Proxy Card, and 2024 Annual Report onForm 10-K are available at http://www.redrobin.com/eproxyPlease sign, date, and mailyour proxy card in theenvelope provided as soonas possible.Signature of Stockholder Date: Signature of Stockholder Date:Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method.THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED WILL BEVOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNEDSTOCKHOLDER. IF THIS PROXY IS PROPERLY EXECUTED ANDRETURNED, BUT NO DIRECTION IS MADE, THIS PROXY WILL BEVOTED “FOR” EACH DIRECTOR LISTED

UNDER PROPOSAL 1, AND“FOR” PROPOSALS 2, 3, 4, AND 5.SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING INACCORDANCE WITH THE STOCKHOLDER’S SPECIFICATIONS. THIS PROXYCONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO MATTERS NOTKNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THEANNUAL MEETING OF STOCKHOLDERS TO THE UNDERSIGNED.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFRED ROBIN GOURMET BURGERS, INC. PLEASE SIGN AND RETURN THISPROXY IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. THE GIVING OF APROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOUATTEND THE MEETING.The undersigned hereby acknowledges receipt of the notice of annual meeting ofstockholders, proxy statement, and 2024 annual report on Form 10-K.1. The election of ten (10) directors for one-year terms:(a) Anthony S. Ackil(b) Thomas G. Conforti(c) Steven K. Lumpkin(d) Christopher Martin(e) David A. Pace(f) Allison Page(g) James C. Pappas(h) Nicole Miller Regan(i) Anddria Varnado2. Approval, on an advisory basis, of the compensation of theCompany’s named executive officers.3. Approval of an amendment to the Company’s Restated Certificateof Incorporation to provide for officer exculpation as permitted byDelaware law.4. Approval of amendments to the Company’s Restated Certificateof Incorporation to eliminate supermajority vote requirements andmake certain administrative amendments.5. Ratification of the appointment of Deloitte & Touche LLP as theCompany’s independent registered public accounting firm for thefiscal year ending December 28, 2025.NOTE: Such other business as may properly come before themeeting or any adjournment thereof.FOR AGAINST ABSTAINTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL DIRECTORS LISTED UNDER PROPOSAL 1,AND “FOR” PROPOSALS 2, 3, 4, AND 5.PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE xPlease detach along perforated line and mail in the e n v e l o p e p r o v i d e d .052225GO GREENe-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxymaterial, statements and other eligible documents online, while reducing costs, clutter andpaper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.25-2334-1 C2.1 P2

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