All non-employee directors are permitted to participate in the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (the "Plan"). On October 10, 2012, the Board approved the Third Amendment to the Plan (the "Third Amendment") to reduce the annual equity award value from $80,000 to $73,000 in order to manage the potentially dilutive effect of a higher-value award on company stock at a time when the stock price is at historically low levels.

The foregoing does not purport to be a complete summary of the Third Amendment and is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 10.1 and incorporated herein by reference.

On October 10, 2012, Ruby Tuesday, Inc., a Georgia corporation (the "Registrant" and the "Company") issued a press release announcing the Company's financial results for the fiscal quarter ended September 4, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

On October 10, 2012, the Board appointed Franklin E. Southall, Jr., the Company's Vice President - Corporate Controller, to serve as the Company's Principal Accounting Officer.

The Company's Annual Meeting of Shareholders was held on October 10, 2012 in Maryville, Tennessee. The following nominees were elected as directors by the votes indicated:

Name For Against Abstain Broker Non-Votes F. Lane Cardwell, Jr. 47,805,102 797,056 32,633 8,515,565 Kevin T. Clayton 47,247,086 1,347,318 40,387 8,515,565 Jeffrey J. O'Neill 47,809,845 792,262 32,684 8,515,565

The following proposals were also adopted at the Annual Meeting by the votes indicated:

Approved an advisory vote on Executive Compensation:

                         For:                40,846,086
                         Against:             7,428,162
                         Abstain:               360,543
                         Broker Non-Vote:     8,515,565

Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 4, 2013:

 For:                56,789,943
 Against:               311,805
 Abstain:                48,608

(d) Exhibits.

10.1 Third Amendment to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (As Amended and Restated as of October 8, 2008), dated October 10, 2012.

99.1 Press Release dated October 10, 2012 (this press release is being furnished pursuant to Item 2.02 of Form 8-K).