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RT > SEC Filings for RT > Form 8-K on 10-Oct-2013All Recent SEC Filings

Show all filings for RUBY TUESDAY INC

Form 8-K for RUBY TUESDAY INC


10-Oct-2013

Entry into a Material Definitive Agreement, Change in Directors or Principal Off


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

At the 2013 Annual Meeting of Shareholders ("Annual Meeting") of Ruby Tuesday, Inc., a Georgia corporation (the "Company"), held on Wednesday, October 9, 2013, stockholders approved the amendments to and restatement of the Ruby Tuesday, Inc. Stock Incentive Plan (the "SIP"), including the authorization of grants of awards to non-employee directors of the Company and its affiliates. Also on October 9, 2013, the Board of Directors of the Company (the "Board") approved a restatement of the SIP in substantially the same form as that approved by the stockholders in order to incorporate the SIP and amendments adopted on August 26, 2013 into a single plan document to promote administrative ease.

For a description of the terms and conditions of the SIP, as amended and restated, see "Proposal Three: Approval of an Amendment to the Stock Incentive Plan" in the proxy statement filed with the Securities and Exchange Commission on August 28, 2013 for the Company's Annual Meeting ("the 2013 Proxy Statement"), which is incorporated herein by reference.

The foregoing does not purport to be a complete summary of the SIP and is qualified in its entirety by reference to the text of the SIP, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Ruby Tuesday, Inc. Stock Incentive Plan

As disclosed above under Item 1.01, on October 9, 2013, the stockholders of the Company approved the amendments to and restatement of the SIP, and the Board approved a restatement of the SIP to consolidate the August 26, 2013 amendments into a single plan document to promote administrative ease. As described more fully above and in the "Proposal Three: Approval of an Amendment to the Stock Incentive Plan" section of the 2013 Proxy Statement, the amendments approved by the stockholders on October 9, 2013 generally do not relate to awards to employees and do not alter the terms and conditions of SIP awards to employees.

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

Ruby Tuesday, Inc. Severance Pay Plan

The Company is the primary sponsor of the Ruby Tuesday, Inc. Severance Pay Plan (the "Severance Plan") under an amended and restated indenture dated January 5, 2011 and most recently amended on January 9, 2013. On October 7, 2013, the Company terminated the Severance Plan effective immediately.




ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Annual Meeting of Shareholders was held on October 9, 2013 in Maryville, Tennessee. The following nominees were elected as directors by the votes indicated:

       Name                  For         Against    Abstain  Broker Non-Votes
       James J. Buettgen     51,545,249   383,984   68,436   4,865,428
       Matthew A. Drapkin    48,972,246  2,956,187  69,236   4,865,428

Bernard Lanigan, Jr. 51,175,262 752,572 69,835 4,865,428

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

Approved an advisory vote on Executive Compensation:

                             For:         28,171,566
                             Against:     22,594,554
                             Abstain:      1,231,549
                             Broker
                             Non-Vote:     4,865,428

Approved an amendment and restatement of the SIP authorizing grants of awards to non-employee directors of the Company and its affiliates:

 For:        48,717,452
 Against:     3,218,013
 Abstain:        62,204
 Broker
 Non-Vote:    4,865,428

Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 3, 2014:

 For:        56,318,322
 Against:       467,085
 Abstain:        77,690
 Broker

Non-Vote:



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Ruby Tuesday, Inc. Stock Incentive Plan (As amended and Restated), dated October 9, 2013.


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