Red Robin Gourmet Burgers, Inc. (the "Company") held its annual stockholders meeting on May 24, 2012 in Greenwood Village, Colorado. Of the 14,670,675 shares of common stock issued and outstanding as of the record date, 13,962,288 shares of common stock (approximately 95%) were present or represented by proxy at the annual meeting. The Company's stockholders approved the amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to declassify the Company's board of directors, elected all of the directors nominated by the Company's board of directors, voted, on an advisory basis, to approve named executive officer compensation and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2012. The results of the voting on the matters submitted to the stockholders are as follows:

1. Amendment of the Company's Amended and Restated Certificate of Incorporation, as amended, to declassify the Company's board of directors:

                                 BROKER NON-   % OF SHARES
   FOR       AGAINST   ABSTAIN      VOTES      OUTSTANDING
11,521,068   679,317     4,641     1,757,262          78.5 %

2. Election of Robert B. Aiken, Richard J. Howell, James T. Rothe and J. Taylor Simonton, as directors of the Company:

                                                        BROKER NON-   % OF VOTES
Name                    FOR        AGAINST    ABSTAIN      VOTES         CAST
Robert B. Aiken      11,939,564     261,933     3,529     1,757,262         97.9 %
Richard J. Howell    11,649,161     552,336     3,529     1,757,262         95.5 %
James T. Rothe       11,065,282   1,136,215     3,529     1,757,262         90.7 %
J. Taylor Simonton   11,935,740     265,757     3,529     1,757,262         97.8 %

3. Advisory vote to approve named executive officer compensation:

                                   BROKER NON-   % OF VOTES
   FOR        AGAINST    ABSTAIN      VOTES         CAST
10,749,919   1,337,572   117,535     1,757,262         88.9 %

4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2012:

                                 BROKER NON-   % OF VOTES
   FOR       AGAINST   ABSTAIN      VOTES         CAST
13,755,667   174,368    32,253             -         98.7 %