On February 11, 2009, the Board of Directors of Red Robin Gourmet Burgers, Inc. (the "Company") approved Amendment No. 1 to Second Amended and Restated Bylaws of the Company (the "Amendment"), which amends certain provisions of the Second Amended and Restated Bylaws of the Company dated December 7, 2007 (the "Bylaws"). Article I, Section 1, Subsection (C), clause (c) of the Bylaws was amended to require that the advance notice provided by stockholders of proposed business and nominations include disclosure of any agreements, arrangements or understanding that the stockholder or beneficial owner has entered into as of the date of such notice, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the Company.

The Amendment became effective upon its approval by the Board of Directors. The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment and the Bylaws. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

(d) Exhibits

Exhibit No.                                Description

    3.1       Amendment No. 1 to Second Amended and Restated Bylaws of Red Robin
              Gourmet Burgers, Inc. dated February 11, 2009.