RED ROBIN GOURMET BURGERS INC 8-K

What Happened
On February 13, 2026, Red Robin Gourmet Burgers, Inc. announced an amendment to its December 3, 2024 Cooperation Agreement with certain investor groups (the JCP and Jumana Parties). Under the Amended Cooperation Agreement the Company agreed to re-nominate James C. Pappas and Christopher Martin to stand for re-election at the Company’s 2026 annual meeting; both have accepted. Following the 2026 annual meeting, Mr. Pappas will be appointed Chair of the Board’s Finance Committee, and the Board will take reasonable steps to reduce its size to eight directors for the duration of the Cooperation Period. The investor parties remain subject to standstill and voting commitments. The full Amended Cooperation Agreement is attached as Exhibit 10.1 to the filing.

Key Details

• Date filed: February 13, 2026; original Cooperation Agreement dated December 3, 2024.
• Directors re-nominated: James C. Pappas and Christopher Martin (both accepted).
• Governance changes: Pappas to be Chair of the Finance Committee after the 2026 annual meeting; Board to be reduced to eight directors until the Cooperation Period ends.
• Cooperation Period: effective until the earlier of (1) 30 days prior to the advance-notice deadline for 2027 non-proxy-access nominations, or (2) 120 days prior to the first anniversary of the 2026 annual meeting. Investor Parties remain bound by standstill and voting commitments during this period.

Why It Matters
This agreement formalizes investor involvement in board composition and gives an investor-nominated director (Pappas) a key committee chair role overseeing finance matters. Those changes can affect corporate governance and oversight of financial strategy without representing a change to the company’s reported financial results. Investors should watch proxy materials and the 2026 annual meeting for final board composition and any additional disclosures related to the cooperation terms.