RED ROBIN GOURMET BURGERS INC

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PROXY SUMMARY

MEETING AGENDA, VOTING MATTERS, AND BOARD VOTING RECOMMENDATIONS

ELECTION OF DIRECTORS

The following provides summary information about each director nominee. Our director nominees possess a range of diverse skills, backgrounds, experience, and viewpoints that we believe are integral to an effective board. Detailed information about each individual’s qualifications, experience, skills, and expertise can be found starting on page 9.

Two of our current directors, Thomas Conforti and Allison Page, are not standing for reelection. Mr. Conforti will continue his service as chair of the Finance Committee until his departure at the conclusion of the 2026 annual meeting, at which time Mr. Pappas will assume this chair role. Ms. Page will continue her service as chair of the Nominating and Governance Committee until her departure at the conclusion of the 2026 annual meeting, at which time Ms. Miller Regan will assume this chair role. Additionally, at the conclusion of the 2026 annual meeting, Mr. Ackil will join the Audit Committee.

DIRECTOR NOMINEE STATISTICS

DIRECTOR NOMINEE CHARACTERISTICS AND SKILLS

CORPORATE GOVERNANCE HIGHLIGHTS

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Declassified Board

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Independent chair of the Board

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Board currently composed of 89% independent directors

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All directors and director nominees are independent other than our CEO

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All committee members are independent

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Majority voting standard for uncontested director elections

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Plurality voting standard for contested director elections

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Board members have diverse backgrounds, expertise, and skills

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Robust Board, committee, and director evaluation process completed annually instead of age or term limits

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

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Frequent engagement with institutional investors

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Regular 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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Directors receive regular continuing education opportunities

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Limits on outside board service for Board members

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Robust clawback policy in place

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In 2025, publication of our fourth sustainability report

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CORPORATE GOVERNANCE PROTECTING STOCKHOLDER INTERESTS AND RIGHTS

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Ability for stockholders to call special meeting

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Bylaws provide a proxy access right for stockholders

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Input from stockholder outreach incorporated in decision-making process

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Pay for performance focused executive compensation structure aligned with stockholders

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Prohibition of hedging and pledging of our common stock

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In 2025, the Company submitted a proposal to amend the Company’s charter to remove supermajority voting provisions. While this proposal did not pass, it reflects the Company’s consideration of stockholder views and commitment to good governance principles and practices.

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STOCKHOLDER ENGAGEMENT

We believe that strong corporate governance includes engaging with our stockholders and considering their views. During the 2025 proxy season, we reached out to our largest institutional stockholders and held substantive meetings and discussions with key holders. We continued our practice of year-round engagement, including ongoing dialogue with stockholders who collectively represent a significant portion of our ownership base. We greatly value the feedback received from our stockholders. This engagement provides valuable insight that informs the work of both management and the Board.

COOPERATION AGREEMENT AND EQUITY PURCHASE AGREEMENT

In December 2024, the Company entered into a Cooperation Agreement with JCP Investment Management, LLC and certain of its affiliates (collectively, “JCP”) and Jumana Capital, LLC and certain of its affiliates (collectively, “Jumana”), pursuant to which, among other things, JCP and Jumana have the right to designate certain directors to our Board, and an Equity Purchase Agreement, pursuant to which JCP and Jumana made additional investments in the Company.

In February 2026, the Company amended the Cooperation Agreement with JCP and Jumana, pursuant to which, among other things, the Company agreed to re-nominate Mr. Pappas as the JCP director and Mr. Martin as the Jumana director, to the Board at the 2026 annual meeting, and each has accepted their re-nomination.

See “Corporate Governance and Board Matters—Governance Principles—Certain Relationships and Related Transactions” for more information.

COMPANY LEADERSHIP AND STRATEGY

In April of 2025, the Company appointed David Pace as President and Chief Executive Officer. Our current leadership team consists of the following individuals:

In July of 2025, the Company released its First Choice strategic plan, which is designed to drive long-term stockholder value and make Red Robin the “first choice” for guests, team members, and investors. The First Choice plan consists of the following:

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Hold Serve—Protect and build on the established foundation:

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Maintain and improve operational efficiencies and effectiveness

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Deliver quality food and hospitality every time

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Sustain and extend restaurant level financial performance and expense management

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Drive Traffic—Creatively engage with guests and inspire visitation:

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Identify and remove barriers to trial and repeat visits

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Implement the First Choice marketing plan to inspire new and returning guests

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Deliver value for the money to every guest in a family friendly environment

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Find Money—Manage expenses and assets to reduce debt and allow for critical investments:

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Deliver consistent financial performance

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Reduce expenses across the system

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Tactically refranchise select Company owned restaurants and markets

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Reduce debt and refinance to deliver interest savings through strategic refinancing

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Fix Restaurants—Invest in the physical estate to improve the overall dining experience:

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Address deferred maintenance needs to achieve a competitive standard

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Improve guest facing surroundings to reduce barriers to trial and repeat visitation

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Invest in new technology

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Win Together—Create a high-performance environment that attracts and retains the best industry talent:

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Create a “guest facing” culture

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Cultivate an ownership mentality

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Reward performance

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Develop leaders

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“Do the right thing”

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The Red Robin vision is to be the most loved restaurant brand in the communities we serve.

SUSTAINABILITY

Sustainability Report

Red Robin is a company that cares; we strive to impact guests, team members, and our communities for the better. In 2025, we published our fourth sustainability report and Sustainability Accounting Standards Board (the “SASB”) Restaurant Industry disclosures, which is available on our website at ir.redrobin.com. The contents of the sustainability report, our SASB Restaurant Industry disclosures, and our website are not incorporated by reference into this proxy statement.

Corporate Responsibility

We review and examine our corporate responsibilities at the stakeholder, Board, and management levels and incorporate corporate responsibility initiatives into our strategic planning.

Stakeholder: We engage with our stakeholders to better understand the corporate responsibility topics most important to them and monitor emerging best practices. This engagement builds upon what we learned from a double materiality assessment that engaged a third party-expert, as well as internal and external stakeholders, to better understand the outward impacts of our business now and in the future. In 2025, we reported our corporate responsibility actions and progress externally in our fourth sustainability report.

Board: Corporate responsibility is a Board-level priority. The Board, acting directly and through its committees, is responsible for the oversight of the Company’s corporate responsibility strategy. The Nominating and Governance Committee generally oversees the Company’s corporate responsibility goals and objectives and supports implementation of the Company’s corporate responsibility priorities. The Audit Committee oversees corporate responsibility disclosures in the Company’s SEC periodic reports, including in the context of the evolving regulatory focus on climate change. However, the full Board retains overall oversight for corporate responsibility to align it with our overall Company strategy. Management regularly reports directly to the Nominating and Governance Committee, the Audit Committee, and to the full Board regarding key recommendations, progress, and outcomes related to implementation of our corporate responsibility strategy.

Management: Execution of the Company’s corporate responsibility strategy is overseen by our executive team. The Company relies on senior leaders from our business and functional teams to set the direction and drive accountability as we address priority corporate responsibility issues, work with key stakeholders, and measure and report our progress.

EXECUTIVE COMPENSATION PRACTICES

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

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Independent Compensation Committee approves executive compensation structure and pre-established performance goals

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Independent compensation consultant advises the Compensation Committee

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

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Long-term incentives feature multiple components; performance is measured over multi-year periods with value dependent on share price as compared to a group of key competitors; payouts are capped if total stockholder return (TSR) is negative

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

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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 perquisites

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No incentivizing of short-term results to the detriment of long-term goals and results

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Compensation practices appropriately structured to avoid incentivizing excessive risk taking

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No excise tax gross ups for change in control related situations

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No repricing of underwater options without stockholder approval

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