Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 31, 2012, two members of the Board of Directors of Del Frisco's Restaurant Group, Inc. (the "Company"), Mmes. Jennifer R. Lamprecht and Melissa S. Hubbell, resigned from their positions as directors of the Company.

Also on December 31, 2012, Messrs. Jeff Ulmer and Brad Boggess were appointed to fill the vacancies created by the foregoing resignations pursuant to an action by written consent executed by the holder of a majority of the Company's outstanding shares of common stock under the Company's Certificate of Incorporation and Bylaws. Messrs. Ulmer and Boggess will each serve as Class I directors with terms ending at the Company's 2013 annual meeting of stockholders. Messrs. Ulmer and Boggess have been appointed to serve as members of the Compensation Committee.

Neither Mr. Ulmer nor Mr. Boggess will be compensated for their services as a director.

Neither Mr. Ulmer nor Mr. Boggess have any family relationship with any of the Company's executive officers or directors, nor have they engaged in any related party transaction with the Company that would be required to be disclosed pursuant to Item 404 of Regulation S-K.

---