RED ROBIN GOURMET BURGERS INC

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PROPOSAL 3:

APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW

BACKGROUND

The Delaware General Corporation Law (“DGCL”) permits Delaware corporations to limit the personal liability of directors for monetary damages associated with breaches of the duty of care (but not the fiduciary duty of loyalty) in certain circumstances, and our Restated Certificate of Incorporation (“Charter”) currently reflects those limitations. Effective August 1, 2022, the DGCL was amended to permit Delaware corporations to amend their certificates of incorporation, subject to stockholder approval, to also limit the personal liability of certain officers for monetary damages associated with breaches of the fiduciary duty of care (but not the fiduciary duty of loyalty), subject to certain additional limitations.

FACTORS CONSIDERED BY THE BOARD

The proposed amendment to the Company’s Charter would implement the DGCL provisions permitting exculpation of certain officers. Like the director exculpation provision, the proposed amendment would not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The proposed amendment would exculpate officers for direct claims for breaches of the duty of care, but not derivative claims made by stockholders on behalf of the Company. The exculpation only applies to officers as specified in DGCL 102(b)(7). Similar to what is provided for director exculpation, proposed amendment provide that if the DGCL is further amended to eliminate or limit the personal liability of officers, the liability of officers will be limited to the fullest extent permitted by law, as so amended.

The Board of Directors believes the proposed amendment is advisable and in the best interests of the Company and its stockholders because they strike a balance between stockholders’ interest in officer accountability and stockholders’ interest in our ability to attract and retain qualified officers and to reduce litigation and insurance costs associated with lawsuits. In the absence of such exculpation protection, individuals might be deterred from serving as officers due to exposure to personal liability and the risk of incurring substantial expense in defending lawsuits, regardless of merit. Aligning the protections available to our officers with those available to our directors to the extent such protections are available under the DGCL would empower officers to exercise their business judgment in furtherance of stockholders’ interests without the potential for distraction posed by the risk of personal liability.

In determining that the proposed amendment is in the best interests of the Company and its stockholders, the Board of Directors took into account the narrow class and type of claims for which officers would be exculpated and the benefits the Board of Directors believes would accrue to the Company and its stockholders, including enhancing our ability to attract and retain talented officers and potentially reducing future litigation costs associated with frivolous lawsuits. The Board of Directors recommends that stockholders vote to approve the proposed amendment.

CHARTER AMENDMENT

The Board of Directors proposes to amend the Charter as set forth below and in the Certificate of Amendment attached as Appendix A hereto to implement the officer exculpation provision. The affirmative vote of a majority of all of the then-outstanding shares of the capital stock of the Company then entitled to vote generally in the election of directors, voting together as a single class is required to approve this Proposal 3. If this Proposal 3 is approved, the Charter will be amended to add a new Article TENTH as follows:

TENTH: No officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions

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not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit or (iv) in any action by or in the right of the Corporation. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. References in this Article TENTH to an “officer” shall mean a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer” as defined in Section 102(b)(7) of the Delaware General Corporation Law, as amended.

If this Proposal 3 is approved by the Company’s stockholders, the officer exculpation amendment will become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State, which the Company intends to do promptly following the annual meeting. The Board reserves the ability to abandon these amendments before they become effective, even if approved by the stockholders, provided such action is publicly disclosed.

If it is not approved by the Company’s stockholders, our current Charter will remain unchanged in this respect.

The foregoing description of the proposed amendment is qualified in its entirety by reference to the full text of Appendix A.

This Proposal 3 requires the affirmative vote ofa majority of all of the then-outstanding shares of the common stock of the Company then entitled to vote generally in the election of directors, voting together as a single class. Abstentions and broker non-votes will count as votes against the Proposal.