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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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RED ROBIN GOURMET BURGERS, INC.
6312 South Fiddler's Green Circle, Suite 200N
Greenwood Village, CO 80111
(303) 846-6000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 30, 2013

To our Stockholders:

        The annual meeting of stockholders of Red Robin Gourmet Burgers, Inc. will be held at 8:00 a.m. MDT, on Thursday, May 30, 2013, at our Red Robin Innovation Center, located at 10000 E. Geddes Ave., Suite 500, Centennial, Colorado 80122 for the following purposes:

1)

To elect Robert B. Aiken, Lloyd L. Hill, Richard J. Howell, Glenn B. Kaufman, Stuart I. Oran and James T. Rothe, as directors of the Company for one-year terms;



2)

To approve, on an advisory basis, our executive compensation;



3)

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2013; and



4)

To transact such other business as may properly come before the meeting.

        We direct your attention to the proxy statement, which includes information about the matters to be considered at the annual meeting and certain other important information and which we encourage you to carefully review. Our board of directors recommends that you vote FOR the board's nominees for director, FOR approval of our executive compensation, and FOR approval of the independent auditor. Your vote is important.

        Stockholders of record at the close of business on April 1, 2013 are entitled to notice of, and to vote at, the annual meeting or any postponement or adjournment thereof. This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April 19, 2013.

        This year, we have again elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. Our proxy materials are available at the following website:

https://materials.proxyvote.com/75689M

        We also post our proxy materials on our website at http://www.redrobin.com/eproxy.

        We cordially invite you to attend the annual meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to your proxy card or Notice Regarding the Availability of Proxy Materials for more information on how to vote your shares at the meeting and return your voting instructions as promptly as possible.

        Thank you for your support.

		By Order of the Board of Directors,
		Pattye L. Moore Chair of the Board of Directors

Greenwood Village, Colorado
April 16, 2013

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PROXY STATEMENT

        The Board of Directors ("board" or "board of directors") of Red Robin Gourmet Burgers, Inc. ("Red Robin" or the "Company") is providing this proxy statement to stockholders in connection with the solicitation of proxies on its behalf to be voted at our annual meeting of stockholders. The meeting will be held on Thursday, May 30, 2013, beginning at 8:00 a.m. MDT, at our Red Robin Innovation Center, located at 10000 E. Geddes Ave., Suite 500, Centennial, Colorado 80122. The proxies may be voted at any time and date to which the annual meeting may be properly adjourned or postponed.

PROPOSAL 1
ELECTION OF DIRECTORS

General

        As of the date of this proxy statement, our board of directors consists of ten directors. J. Taylor Simonton and Marcus L. Zanner will retire immediately prior to the annual meeting. Consequently, the board voted to decrease the size of the board from ten to eight directors effective immediately prior to the annual meeting. Therefore, the board of directors will consist of eight directors at and following the annual meeting, seven of whom will be independent. In the normal course of its deliberations, the board of directors may decide at a later time to add one or more directors who possess skills and experience that may be beneficial to our board and the Company.

        At the 2012 annual meeting, the Company's stockholders approved an amendment to our certificate of incorporation to declassify the board of directors. Given approval of this amendment, the board is currently transitioning from a classified structure with three classes of directors serving three-year staggered terms to an unclassified structure where all directors are elected on an annual basis for a one year term. Accordingly, the directors that were previously in Classes I and II are standing for election at the 2013 annual meeting, and include Robert B. Aiken, Lloyd L. Hill, Richard J. Howell, Glenn B. Kaufman, Stuart I. Oran and James T. Rothe. At the 2014 annual meeting, directors from all our classes will stand for election, including the directors who are currently in Class III and are not standing for re-election at the 2013 annual meeting.

        The directors elected at this annual meeting, as well as the two directors in Class III who are not standing for re-election at the 2013 annual meeting, will serve in office until our 2014 annual meeting of stockholders or until their successors have been duly elected and qualified, or until the earlier of their respective deaths, resignations or retirements. Each nominee has consented to serve if elected and we expect that each of them will be able to serve if elected. If any nominee should become unavailable to serve as a director, our board of directors can name a substitute nominee and the persons named as proxies in the proxy card, or their nominees or substitutes, will vote your shares for such substitute nominee unless an instruction to the contrary is written on your proxy card.

Selecting Nominees for Director

        Our board has delegated to the nominating and governance committee the responsibility for reviewing and recommending nominees for director. The board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the committee.

        In evaluating a director candidate, the nominating and governance committee will consider the candidate's independence, character, corporate governance skills and abilities, business experience, industry specific experience, training and education, commitment to performing the duties of a director, and other skills, abilities or attributes that fill specific needs of the board or its committees. While there is no policy with regard to consideration of diversity in identifying director nominees, the nominating and governance committee considers diversity in business experience, professional expertise, gender, and ethnic background, along with various other factors when evaluating director nominees.

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The nominating and governance committee will use the same criteria in evaluating candidates suggested by stockholders.

Directors and Nominees

        Below, you can find the principal occupation and other information about each of the directors standing for election at the annual meeting and each of the other directors whose term of office will continue after the meeting. Information related to each director's key attributes, experience and skills, as well as their recent public company board service is included with each director's biographical information.

Director Nominees

        Robert B. Aiken, 50, joined the Company as a director in March 2010. He currently serves as chair of the Company's nominating and governance committee and is a member of its finance committee. Mr. Aiken has been the Chief Executive Officer of Feeding America, a 501(c)3 hunger relief charity organization, since December 2012. Mr. Aiken was previously the Chief Executive Officer of the food company portfolio at Bolder Capital, a Chicago-based private equity firm from February 2012 to December 2012 and from February 2010 to January 2011. Mr. Aiken was a Managing Director of Capwell Partners, LLC, a Chicago-based private equity firm from January 2011 to February 2012. Prior to entering the private equity business in February 2010, Mr. Aiken served as the President and Chief Executive Officer of U.S. Foodservice (USF). At USF, he served as President and Chief Executive Officer from July 2007 to February 2010, as President and Chief Operating Officer from October 2005 to July 2007, and as Executive Vice President of Sales/Marketing & Supply Chain from February 2004 to October 2005. Prior to joining USF, Mr. Aiken held several positions from 1994 through 2000 at Specialty Foods Corp. of Deerfield, Illinois, including Chief Executive Officer of its Metz Baking Company subsidiary. From 2000 until 2004, Mr. Aiken also served as President and Principal of Milwaukee Sign Co. and early in Mr. Aiken's career, he worked as a business lawyer, first with the firm Sidley & Austin in Chicago and then with Wilson, Sonsini, Goodrich & Rosati in Palo Alto, California.

        Key Attributes, Experience, and Skills:    Mr. Aiken brings to the board of directors, among his other skills and qualifications, experience as a chief executive officer of a corporation with significant operations and a large, labor-intensive workforce. He gained extensive experience in operations and logistics, as well as an understanding of the dining industry through his service at USF. In light of the foregoing, our board of directors has concluded that Mr. Aiken should continue as a member of our board.

        Other Public Company Board Service:    United Stationers Inc. (December 2010-present).

        Recent Past Public Company Board Service:    None.

        Lloyd L. Hill, 69, joined the Company as a director in March 2010. He currently serves as chair of the Company's compensation committee and is a member of its audit committee. Mr. Hill is the former Chairman and CEO of Applebee's International, Inc. (Applebee's), based in Overland Park, Kansas. Mr. Hill joined Applebee's as Chief Operating Officer in January 1994, and was named President in December 1994. He became Co-Chief Executive Officer in January 1997; Chief Executive Officer in January 1998; and was elected Chairman of the Board in May 2000. Mr. Hill first began serving on Applebee's board as an independent director in 1989 and served until November 2007. Mr. Hill retired as Chief Executive Officer of Applebee's in September 2006. Prior to joining Applebee's, Mr. Hill served as President and Director of Kimberly Quality Care (KQC), a market leader in home healthcare and nurse personnel staffing. Mr. Hill received his master's degree in business administration from Rockhurst University in Kansas City, Missouri.

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        Key Attributes, Experience, and Skills:    Mr. Hill brings to the board of directors, among his other skills and qualifications, executive leadership and operations skills developed from his years of experience as a chief executive officer of several companies. As Chairman and Chief Executive Officer of Applebee's, Mr. Hill substantially expanded Applebee's business while successfully maintaining relationships with Applebee's stockholders. Under Mr. Hill's leadership, Applebee's grew into the largest casual dining concept in the world, with nearly 1,900 restaurants in 49 states and 17 countries. In 2005, Mr. Hill was named by Institutional Investor magazine as one of America's Best CEOs and as one of the top-performing CEOs within the restaurant industry. Mr. Hill also brings deep knowledge of the casual-dining industry. In light of the foregoing, our board of directors has concluded that Mr. Hill should continue as a member of our board.

        Other Public Company Board Service:    None.

        Recent Past Public Company Board Service:    Applebee's International, Inc. (1989-2007).

        Richard J. Howell, 70, joined the Company as a director in September 2005. He currently serves as chair of the Company's audit committee and is a member of its compensation committee. Mr. Howell previously served as a member of the Company's nominating and governance committee. Mr. Howell was an audit partner with Arthur Andersen LLP for over 25 years before retiring in 2002. From January 2004 through May 2009, Mr. Howell served as an adjunct professor of auditing at the Cox School of Business at Southern Methodist University, and he served in a similar capacity from August 2002 to December 2003 at the Neely School of Business at Texas Christian University.

        Key Attributes, Experience, and Skills:    Mr. Howell brings to the board of directors, among his other skills and qualifications, significant experience in accounting and information systems, as well as knowledge of controls and financial reporting requirements of public companies. In addition, during Mr. Howell's career in public accounting he gained significant knowledge of due diligence practices, mergers and acquisitions, and risk management. In his role as the head of the audit division, he gained experience with recruiting, personnel management, budgeting, and client development and management. As a public accountant, Mr. Howell worked with retail and manufacturing companies and developed experience working with supply chain, procurement, manufacturing processes, and inventory management. Mr. Howell's work with audit committees of numerous public reporting companies and his directorship roles have provided him with substantial experience in corporate governance. In light of the foregoing, our board of directors has concluded that Mr. Howell should continue as a member of our board.

        Other Public Company Board Service:    Independent Trustee for the LKCM Funds (July 2005-present).

        Recent Past Public Company Board Service:    None.

        Glenn B. Kaufman, 45, joined the Company as a director in August 2010. He currently serves as chair of the Company's finance committee and is a member of its nominating and governance committee. Mr. Kaufman has been a Managing Member of the D Cubed Group, a private-market investment firm with a long-term focused value creation model, since January 2011. Prior to forming D Cubed, he consulted to boards and senior executives of operating businesses as well as to private investment firms from January 2009 to December 2010. Previously he spent 11 years at American Securities Capital Partners, where he was a Managing Director. During his tenure at American Securities, Mr. Kaufman spearheaded the firm's investing in the restaurant, food service and franchising, and healthcare sectors. He served as Chairman or a Director of Potbelly Sandwich Works, El Pollo Loco, Press Ganey Associates, Anthony International and DRL Holdings. He spent four years as an attorney with Cravath, Swaine & Moore and worked previously in the small business consulting group of Price Waterhouse. Mr. Kaufman holds a Bachelor of Science in Economics from the Wharton School of Business of the University of Pennsylvania and a law degree from Harvard University.

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        Key Attributes, Experience, and Skills:    Mr. Kaufman brings to the board of directors, among his other skills and qualifications, valuable executive leadership and corporate governance experience, as well as an extensive understanding of restaurant operations and franchising. Mr. Kaufman gained restaurant, food service, franchising, heath care, and retail expertise while serving as the Managing Director of American Securities Capital Partners. In addition, Mr. Kaufman also has legal expertise. In light of the foregoing, our board of directors has concluded that Mr. Kaufman should continue as a member of our board.

        Other Public Company Board Service:    None.

        Recent Past Public Company Board Service:    None.

        Stuart I. Oran, 62, joined the Company as a director in March 2010. He currently serves as a member of the Company's nominating and governance committee and as a member of its finance committee. Mr. Oran previously served as a member of the Company's audit committee. Mr. Oran is the Managing Member of Roxbury Capital Group LLC, a New York based merchant banking firm he founded in 2002. Mr. Oran is also the co-founder of Bond Street Holdings, Inc., a bank holding company formed to acquire failed banks in FDIC-assisted transactions. From 1994 to 2002, Mr. Oran held a number of senior executive positions at UAL Corporation and its operating subsidiary, United Airlines, Inc., including Executive Vice President—Corporate Affairs (responsible for United's legal, public, governmental and regulatory affairs, and all of United's properties and facilities), Senior Vice President—International (P&L responsibility for United's international division comprised of its operations and employees (approximately 12,000) in 27 countries), and President and Chief Executive Officer of Avolar, United's aviation line of business. During that period, Mr. Oran also served as a director of United Airlines (the operating subsidiary) and several of its subsidiaries, and on the Management Committee, Risk Management Committee, and Alternative Asset Investment Committee of UAL. Mr. Oran resigned from his positions at UAL Corporation and United Airlines, Inc. in March 2002. In November 2003, UAL Corporation and United Airlines, Inc. filed Chapter 11 bankruptcy proceedings. Prior to joining UAL and United, Mr. Oran was a corporate partner at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

        Key Attributes, Experience, and Skills:    Mr. Oran brings to the board of directors, among his other skills and qualifications, valuable business, leadership and management, and strategic planning experience which he gained during his employment with UAL Corporation and as a board member of Wendy's International, Inc. He also brings significant knowledge of the restaurant industry from his board service at Wendy's. In addition, Mr. Oran has experience serving as a director of a number of other large public companies which provided him with extensive corporate governance experience. In light of the foregoing, our board of directors has concluded that Mr. Oran should continue as a member of our board.

        Other Public Company Board Service:    Spirit Airlines (2004-present).

        Recent Past Public Company Board Service:    Deerfield Capital Corp. (2008-2010); Hughes Telematics (f/k/a Polaris Acquisition Corp.) (2007-2009); and Wendy's International, Inc. (2005-2008).

        James T. Rothe, 69, joined the Company as a director in October 2004. He currently serves as a member of the Company's compensation committee and as a member of its finance committee. Mr. Rothe previously served as chair of the Company's compensation committee. Mr. Rothe has served since January 2004 as Managing Director and co-founder of Roaring Fork Capital Management, LLC, which is the General Partner of Roaring Fork Capital SBIC, LP, with offices in Colorado Springs and Denver, Colorado and Dallas, Texas. Mr. Rothe is a Professor Emeritus of the College of Business at the University of Colorado at Colorado Springs where he served as Professor from 1986 to 2004 and Dean of the College from 1986 to 1994. Mr. Rothe was also a Principal in the Phillips-Smith Specialty Retail Group, a venture capital firm (three funds, total $140 million) from 1988 to 1999. Mr. Rothe

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served as President of Pearle Vision Center and Texas State Optical, Divisions of Pearle Health Services, Inc. He also served as Vice President of Marketing and Senior Vice President of Marketing and Merchandising for Pearle Vision Center. Mr. Rothe holds a Ph.D. in marketing and finance from the University of Wisconsin—Madison.

        Key Attributes, Experience, and Skills:    Mr. Rothe brings to the board of directors, among his other skills and qualifications, a unique understanding of the Company's strategies and operations through his prior board service. In addition, Mr. Rothe has significant experience in business and finance that he gained while helping to build Pearle Health Services, Inc., and participating as a key member of a venture capital partnership that successfully invested in companies such as Bizmart, PetSmart, Hot Topic, and Cheap Tickets. In light of the foregoing, our board of directors has concluded that Mr. Rothe should continue as a member of our board.

        Other Public Company Board Service:    Independent Trustee of the Janus Funds (1997-present).

        Recent Past Public Company Board Service:    None.

Continuing Directors for Term Ending upon the 2014 Annual Meeting of Stockholders—Class III Directors

        Stephen E. Carley, 60, joined the Company as Chief Executive Officer and as a director in September 2010. Prior to joining the Company, Mr. Carley served from April 2001 to August 2010 as the Chief Executive Officer of El Pollo Loco, Inc., a privately held restaurant company headquartered in Costa Mesa, California. Prior to his service at El Pollo Loco, Mr. Carley served in various management positions with several companies, including PhotoPoint Corp., Universal City Hollywood, PepsiCo, Inc., and the Taco Bell Group. Mr. Carley holds a master's degree with a concentration in marketing from Northwestern University and a bachelor's degree in finance from the University of Illinois in Urbana, Illinois.

        Key Attributes, Experience, and Skills:    Mr. Carley brings to the Company and the board of directors, among his other skills and qualifications, extensive restaurant industry experience and valuable executive leadership, which he gained as a chief executive officer of a corporation with significant, large-scale operations. He has extensive knowledge and understanding of the restaurant industry, marketing and brand familiarity, as well as significant insight into and experience with franchise operations. In light of the foregoing, our board of directors has concluded that Mr. Carley should continue as a member of our board.

        Other Public Company Board Service:    Harte-Hanks, Inc. (2013-present)

        Recent Past Public Company Board Service:    EPL Intermediate, Inc., an affiliate of El Pollo Loco (publicly traded debt) (2004-2010).

        Pattye L. Moore, 55, joined the Company as a director in August 2007 and was appointed as chair of the board of directors in February 2010. Ms. Moore currently serves as a member of the Company's audit committee and as a member of its compensation committee. She previously served as a member of the Company's nominating and governance committee and as the chair of the compensation committee. Ms. Moore is a business strategy consultant and the author of Confessions from the Corner Office, a book on leadership instincts. Ms. Moore was on the board of directors for Sonic Corp. from 2000 through January 2006 and was the President of Sonic from January 2002 to November 2004. She held numerous senior management positions during her 12 years at Sonic, including Executive Vice President, Senior Vice President—Marketing and Brand Development and Vice President—Marketing. Prior to joining Sonic Corp., she served as a senior executive and account supervisor on the Sonic account at the advertising agency Advertising, Inc.

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        Key Attributes, Experience, and Skills:    Ms. Moore brings to the board of directors, among her other skills and qualifications, significant executive leadership, management, marketing, business strategy, and brand development experience as well as deep knowledge of the restaurant industry. During her tenure at Sonic, the company grew from $900 million in system-wide sales with 1,100 units to over $3 billion in system-wide sales and 3,000 units. Ms. Moore was named one of the top 100 marketers by Advertising Age magazine in 2000 and one of the top 50 women in foodservice by Nation's Restaurant News in 2002. Ms. Moore's directorships at other companies also provide her with extensive corporate governance experience. In light of the foregoing, our board of directors has concluded that Ms. Moore should continue as a member of our board.

        Other Public Company Board Service:    ONEOK (2002-present).

        Recent Past Public Company Board Service:    Sonic Corp. (2000-2006).

Recommendation of the Board of Directors

        Members of our compensation committee, three of whom are standing for re-election, were criticized last year by a proxy advisory firm for certain features of our compensation program; specifically, the type of metrics the Company uses, the range of performance targets, and higher pay relative to a different peer group constructed by the proxy advisory firm. We believe the criticism was without merit and was based on a misunderstanding of the variety of metrics that the compensation committee uses and how these metrics are tied to performance-based compensation. Our compensation program uses a mix of short-term and long-term compensation strategies, with performance measured by time-based financial metrics that ultimately place a significant portion of cash and equity compensation at risk. The compensation committee uses the financial metrics of EBITDA (earnings before interest, taxes, depreciation and amortization), measured over one and three-year periods, return on invested capital measured over three-year periods, and a mix of time based equity that supports retention (restricted stock units) and increases in stockholder value (stock options). This structure supports our pay for performance philosophy.

        The proxy advisory firm also criticized members of our compensation committee based on the existence of a change in control agreement which contains an excise tax gross up. There were only two such agreements, and the only remaining legacy agreement containing an excise tax gross up is for Eric Houseman, our Chief Operating Officer and President. It was entered into in 2008 and there have not been any amendments to the agreement since that time. The board has committed not to enter into any further agreements that provide for excise tax gross-ups upon a change in control. See "Change in Control Agreements" beginning on page 32 of this proxy statement for more information.

        At our 2012 annual meeting of stockholders, holders of approximately 89% of the votes cast on the proposal approved our 2011 executive compensation program. The compensation committee did not make significant changes to our compensation program for 2012. For additional information, see "Key Components of our Executive Compensation Program" beginning on page 18 of this proxy statement.

        Our board of directors recommends that you vote FOR the election of each of the nominees for director.

CORPORATE GOVERNANCE AND BOARD MATTERS

Governance Principles

        The board of directors seeks to ensure that good governance and responsible business practices are part of our culture and values. To ensure that we achieve this goal, the board of directors has previously established corporate governance guidelines that it follows with respect to corporate governance matters, which are available on the investor relations section of our website at www.redrobin.com. The board of directors reviews the governance guidelines annually to assure that they are timely, effective, and supportive of the board's oversight and other responsibilities.

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Executive Development and Management Succession

        Executive development and succession is an important responsibility of the board of directors. Under the Company's corporate governance guidelines, the board maintains an ongoing policy and plan for the development and succession of the CEO and other senior officers. The board has delegated this responsibility to the nominating and governance committee. This program encompasses performance reviews of executives, developmental guidance for not only their current roles, but also for new strategic opportunities that may result from growth in and changes to the Company's operations, and succession planning for executives and their direct reports with high potential. Our corporate governance guidelines provide that the succession policy and plan has a multi-year focus that encompasses, among other things:

•

criteria that reflect the Company's ongoing business strategies;



•

identification and development of potential internal candidates;



•

formal assessment processes to evaluate such potential internal candidates and their development; and



•

an emergency succession component to address the unforeseen loss of the CEO or other key executives through death, disability, or other similar emergency.

        The nominating and governance committee works closely with management to ensure that development and succession are anticipated, planned for, and addressed in a timely manner. Under the guidance of the committee, Mr. Carley and each of the executive officers conduct annual succession planning activities. This process includes annual performance reviews and evaluations of the CEO and executive officers, who also conduct evaluations and development of their direct reports.

        Mr. Carley regularly meets with the full board on his performance, and his annual performance evaluation is conducted under the oversight of the compensation committee. Mr. Carley conducts annual and interim performance and development evaluations of the other senior executives and reviews these evaluations with the compensation committee or full board.

        At least annually and when otherwise necessary, the nominating and governance committee reviews, makes recommendations for, and reports to the board, on programs that have been implemented by management for executive and leadership team development and succession planning.

Stockholder Relations

        The board and management believe that the Company's relationships with our stockholders and other stakeholders are an important part of our corporate governance responsibility, and it recognizes the value of continuing communications. Among other things, engagement with our stockholders helps us to understand the larger context and impact of our operations, learn about expectations for our performance, and assess emerging issues that may affect our governance practices, business or other aspects of our operations. This approach has helped us to identify mutual perspectives and goals and to adopt a collaborative approach to these relationships, which has resulted in our receiving essential input from our stockholders. To this end, we regularly engage with our stockholders through attendance at investor conferences, issuance of press releases and other stockholder communications, and individual meetings throughout the year.

        We also recognize the connection between good corporate governance and our ability to create and sustain value for our stockholders. In response to evolving governance practices, regulatory changes, and concerns of our stockholders, the Company made a number of changes to our corporate governance practices in the past few years.

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        Highlights of our governance program include:

1.

Declassified board of directors, that commenced with the 2012 annual stockholders meeting



2.

All nominees and continuing directors are independent other than our CEO; the ratio of independent directors on the board will increase upon the reduction in board size from 10 to 8 members effective with the 2013 annual meeting



3.

All committee members are independent



4.

Majority voting standard for uncontested director elections



5.

Meaningful stock ownership guidelines for senior executives and board members



6.

Pay for performance executive compensation structure



7.

Clawback policy for the return of certain incentive compensation received by executives

Board Leadership Structure

        The board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure so as to provide independent oversight of management. Accordingly, at this time, we believe it is appropriate for our board to maintain the separation of the roles of board chair and chief executive officer. Pattye L. Moore currently serves as chair of the board due to, among other things, her prior experience on public company boards of directors, as well as her extensive leadership experience with the restaurant industry.

        We believe that having a non-executive, independent board chair is in the best interest of the Company and our stockholders at this time. The separation of the roles of board chair and chief executive officer allows Mr. Carley to focus on managing the Company's business and operations, and allows Ms. Moore to focus on board matters, especially in light of the high level of regulation and scrutiny of public company boards. Further, we believe that the separation of those roles ensures the independence of the board in its oversight role of evaluating and assessing the chief executive officer and management generally.

Role in Risk Oversight

        Our executive officers have the primary responsibility for enterprise risk management within our Company. Our board actively oversees the Company's risk management and regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed. The board receives regular reports on enterprise risk areas from senior officers of the Company. The board delegates certain risk oversight functions to the audit committee. Under its charter, the audit committee is responsible for oversight of the enterprise risk assessment and management process framework and ensures that the board or a designated committee is monitoring the identification, assessment and mitigation of significant enterprise risks. The audit committee oversees policies and guidelines that govern the process by which major financial and accounting risk assessment and management may be undertaken by the Company. The audit committee also oversees our corporate compliance programs and the internal audit function. The other board committees receive reports and evaluate risks related to their areas of focus from time to time. The committees regularly report to the full board on the assessment and management of these risks. The board believes that the work undertaken by the audit committee, together with the work of the full board and the senior officers of the Company, enables the board to effectively oversee the Company's risk management.

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Board Membership and Director Independence

        Our board of directors has determined that each of Robert B. Aiken, Lloyd L. Hill, Richard J. Howell, Glenn B. Kaufman, Pattye L. Moore, Stuart I. Oran, James T. Rothe and J. Taylor Simonton qualifies as an independent director under rules promulgated by the SEC and The NASDAQ Stock Market® listing standards. Only independent directors are appointed to the board's audit committee, compensation committee, and nominating and governance committee. Accordingly, all members of those board committees are independent in accordance with The NASDAQ Stock Market® listing standards. There are no family relationships among any of our executive officers, directors, or nominees for directors.

        The board of directors held 12 meetings in 2012, including four in-person meetings. Each of our current directors who were directors at such time attended at least 75% of the aggregate total of meetings of the board of directors and committees on which he or she served. The non-management directors of the Company meet at least quarterly throughout the year and as necessary or appropriate in executive sessions at which members of management are not present.

        The board of directors strongly encourages each of the directors to attend the annual meeting of stockholders. All of our current directors attended our 2012 annual meeting.

Committees of the Board of Directors

        Our board of directors has established four standing committees: an audit committee, a compensation committee, a finance committee, and a nominating and governance committee. The full text of the charters for each board committee is available on the investor relations section of our website at www.redrobin.com. The committee charters are reviewed at least annually by the respective committee to revise and update the committee duties and responsibilities as necessary. Each of our standing committees generally meets at least once each quarter. In addition, other regular and special meetings are scheduled as necessary and appropriate depending on the responsibilities of the particular committee. Each committee regularly meets in executive sessions without management present.

Structure and Membership

        Below is a summary of our committee structure and membership information for our nominees and continuing directors. Additional information about each committee is set forth below.

        Mr. Carley does not serve on any of the committees as he is not independent. Messrs. Simonton and Zanner are not listed in the committee structure above as they will be retiring immediately prior to the annual meeting.

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        Audit Committee.    The audit committee is currently comprised of Richard J. Howell (chair), Lloyd L. Hill, Pattye L. Moore and J. Taylor Simonton, and operates pursuant to a written charter. The audit committee oversees and reviews the preparation and disclosure of the Company's consolidated financial statements and the preparation and filing of periodic financial reports, which include the requisite certifications by the chief executive officer and chief financial officer. The audit committee is also responsible for selecting and retaining the independent registered public accounting firm; approving the budget for fees to be paid to the independent registered public accounting firm for audit services and for appropriate non-audit services; overseeing the relationship between the Company and the independent registered public accounting firm and acting as the board of directors' primary avenue of communication with them; overseeing enterprise fraud risk, and selecting, retaining, and overseeing the internal audit function of the Company. The audit committee's responsibilities also include other matters as set forth in its charter.

        The board has determined that each of Messrs. Hill, Howell and Simonton qualify as an "audit committee financial expert" as defined by rules adopted by the SEC. Further discussion of the role of the audit committee is provided under "Audit Committee Report."

        The audit committee held nine meetings in 2012, of which four were in-person meetings.

        Compensation Committee.    The compensation committee is currently comprised of Lloyd L. Hill (chair), Richard J. Howell, Pattye L. Moore and James T. Rothe. The compensation committee operates pursuant to a written charter. Functions performed by the compensation committee include: developing and performing an annual performance evaluation of our chief executive officer and recommending chief executive officer compensation to the board of directors, approving salary and short-term and long-term incentive compensation programs for all senior executives, reviewing and adopting employee benefit plans and reviewing and approving compensation for directors.

        Additional information related to the nature of the compensation committee's responsibilities as they relate to executive officer compensation is set forth under "Compensation Discussion and Analysis."

        The compensation committee held 16 meetings in 2012, of which four were in-person meetings.

        Finance Committee.    The finance committee was created in February 2012 and is currently comprised of Glenn Kaufman (chair), Robert B. Aiken, Stuart I. Oran, James T. Rothe and Marcus L. Zanner. The finance committee operates pursuant to a written charter. The purpose of the finance committee is to exercise principal oversight of, and to make recommendations to the board and management on the Company's material finance, budgeting, and treasury activities. The finance committee oversees the Company's financial policies and goals, budgets, financial and analytic aspects of operations, capital requirements and opportunities and financial plans, strategies, policies and transactions regarding the Company's capital structure.

        The finance committee held eight meetings in 2012, one of which was an in-person meeting.

        Nominating and Governance Committee.    The nominating and governance committee is currently comprised of Robert B. Aiken (chair), Glenn B. Kaufman, Stuart I. Oran and J. Taylor Simonton, and operates pursuant to a written charter. The nominating and governance committee identifies, evaluates, and recommends to the board of directors candidates for appointment or election to the board, as appropriate. The committee determines whether to recommend to the board to include the nomination of incumbent directors with expiring terms in the proxy statement. The committee meets as needed to consider candidates to fill any vacancies that may occur. At least once a year, the committee considers whether the number of directors is appropriate for the Company's needs and recommends to the board any changes in the number of directors, and reviews the performance of the board.

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        The nominating and governance committee held three meetings in 2012, one of which was an in-person meeting.

Stockholder Submission of Director Nominees

        A stockholder may submit the name of a director candidate for consideration by the nominating and governance committee by writing to: Nominating and Governance Committee, Red Robin Gourmet Burgers, Inc., 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, CO 80111. The stockholder must submit the following information in support of the candidate: (a) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such person's written consent to serve as a director if elected; (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company's books, and of such beneficial owner, (ii) the class and number of shares of the Company that are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder's notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, 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, and (iv) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company's voting shares to elect such nominee or nominees.

Stockholder Communications with the Board of Directors

        You may communicate with any director, the entire board of directors, the independent directors, or any committee by sending a letter to the director, the board of directors, or the committee addressed to: Board of Directors, 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, CO 80111, or by sending an e-mail to: Board@redrobin.com. The Company's chief legal officer will review all communications, categorize them, and forward them to the appropriate board member(s). Messages pertaining to administrative matters, ordinary business matters, personal grievances, and similar issues will be forwarded to the appropriate member of management.

        With respect to issues arising under the Company's Code of Ethics, you may also communicate directly with the chair of the audit committee, vice president of internal audit or the compliance officer in the manner provided in the Company's Problem Resolution and Whistleblower Policy and Reporting Procedures. Both the Code of Ethics and the Problem Resolution and Whistleblower Policy and Reporting Procedures may be found on the investor relations section of our website at: www.redrobin.com.

Certain Relationships and Related Transactions

Transactions with Related Persons

        Marcus L. Zanner.    Marcus L. Zanner, a director of the Company (who is retiring immediately prior to the annual meeting), is a principal of and holds, directly or indirectly, interests of between 45% and 100% in three privately-held entities that hold the leases for three of the Company's restaurants in

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Washington. Such leases were assumed in connection with the purchase of the 13 Red Robin® restaurants from Great Western Dining in 2006. For fiscal year 2011 and fiscal year 2012, the Company paid rent of approximately $1.1 million and $1.2 million, respectively, for these three restaurants, including percentage rent and related taxes and fees.

Review, Approval or Ratification of Transactions with Related Persons

        The board of directors recognizes that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. In order to ensure that the Company acts in the best interest of our stockholders, the Board has delegated the review and approval of related party transactions to the audit committee. Any related party transaction required to be disclosed in accordance with applicable SEC regulations must be reviewed and approved by the audit committee. In reviewing a proposed transaction, the audit committee must (i) satisfy itself that it has been fully informed as to the related party's relationship and interest and as to the material facts of the proposed transaction and (ii) consider all of the relevant facts and circumstances available to the committee. After its review, the audit committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests of the Company and our stockholders.

Compensation Committee Interlocks and Insider Participation

        During the last completed fiscal year, Lloyd L. Hill, Richard J. Howell, Pattye L. Moore, and James T. Rothe each served as members of the Company's compensation committee. None of the members of the compensation committee has been or will be one of the Company's officers or employees. The Company does not have any interlocking relationships between our executive officers and the compensation committee and the executive officers and compensation committee of any other entities, nor has any such interlocking relationship existed in the past.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

        To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required, during fiscal year 2012, all of our officers, directors, and greater than ten percent beneficial owners timely complied with all Section 16(a) filing requirements.

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STOCK OWNERSHIP OF CERTAIN PERSONS

        Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and except for community property laws where applicable, the persons named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership for each table is based on 14,137,734 shares of common stock outstanding as of April 1, 2013.

Stock Ownership of Certain Beneficial Owners

        The following table sets forth information regarding beneficial owners of more than 5% of our common stock as of April 1, 2013. All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons to the Company.

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Stock Ownership of Directors and Management

        The following table contains information about the beneficial ownership (unless otherwise indicated) of our common stock as of April 1, 2013 by:

•

each of our directors, including the board's nominees for election;



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each executive officer named in the Summary Compensation Table; and



•

all directors and current executive officers as a group.

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COMPENSATION DISCUSSION AND ANALYSIS

        In this Compensation Discussion and Analysis, we provide an analysis and explanation of our executive compensation program and the compensation derived from this program by our executive officers, including our "named executive officers". For 2012, our named executive officers were:

•

Stephen E. Carley, Chief Executive Officer



•

Stuart B. Brown, Senior Vice President and Chief Financial Officer



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Eric C. Houseman, President and Chief Operating Officer



•

Todd A. Brighton, Senior Vice President and Chief Development Officer



•

Denny M. Post, Senior Vice President and Chief Marketing Officer

Overview

        Red Robin Gourmet Burgers, Inc., together with its subsidiaries, is a casual dining restaurant chain focused on serving an imaginative selection of high quality gourmet burgers in a fun environment welcoming to guests of all ages. We believe in delivering great experiences for our guests and team members, which we further believe will lead to operating and financial results superior to those of our casual dining peers. We have identified and continue to examine opportunities that will drive strong financial performance through increasing guest traffic and revenue, improving operational efficiencies and expense management, and expanding our restaurant base. We have built key short and long-term strategies and initiatives around these opportunities and programs to optimize returns through allocation of our capital. We believe these initiatives also comprise the foundations for scalable and sustainable long-term growth, profitability, and increased stockholder value.

        Our executive compensation program supports this focus through several key objectives:

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Attracting, retaining and motivating the best possible executive talent who have the seasoned experience and leadership skills capable of driving performance and top-line growth in sales;



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Creating value for our stockholders by linking achievement of measurable corporate objectives while minimizing unreasonable and excessive risk-taking; and



•

Paying for superior results through a program that incents and rewards for achievement of both short-term and long-term organizational and functional objectives with a mix of compensation strategies that place a significant portion of cash and equity compensation at risk.

        Accordingly, our executive compensation is comprised of three elements: base salaries; annual cash incentives; and long-term incentives that include both cash awards on three-year performance cycles and equity awards (stock options and restricted stock units). We also provide certain other customary health and welfare benefits and other minor compensation to executives, which are in line with those offered to other groups of our team members, and which comprise a modest portion of our named executive officer compensation. See "Summary Compensation Table" on page 26.

Pay for Performance Alignment

        Our compensation program is designed to pay for performance. The majority of our named executive officers' compensation, excluding base salary, is incentive based, and is comprised of performance-based short-term and long-term awards. Such compensation therefore varies in value and is at-risk of forfeiture or reduced payout if performance goals are not achieved for cash-based incentives, or loss of value if our performance does not drive increases in our stock price. Financial measures such as EBITDA (earnings before interest, taxes, depreciation and amortization) and ROIC (return on invested capital) used for the annual bonus and cash incentive grants are linked to the

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Company's strategic business plans that are reviewed and approved by our board of directors. Minimum financial targets must be achieved for any payouts of cash to be made under both the annual bonus and long-term incentive grants. Equity granted in these awards vests ratably over four years, the value of which is dependent on an increase in the Company's stock price.

        In 2012, variable short-term and long-term incentives made up 70% and 61% of total compensation, respectively, for Stephen Carley, CEO, and the other named executive officers. Short-term incentive pay, aligned with achievement of annual business results based on EBITDA, comprised 33% and 30% of our CEO's and named executive officers' total compensation opportunity, respectively.

        Long-term incentive ("LTI") awards that are designed to maximize retention and to link compensation to the Company's long-term stock price performance comprised 37% and 31% of our CEO's and named executive officers' total compensation, respectively, and are based on achievement of longer term business goals adopted as part of our multi-year strategy.

        Mr. Carley joined the Company in late 2010 as chief executive officer. Under Mr. Carley's direction, we have pursued a course of performance improvement designed to drive top-line growth in sales and lay the foundations for scalable and sustainable long-term growth, profitability and increased stockholder value. Our compensation objectives are designed to link incentives and rewards with current and long-term sustained achievement of these goals. For the past two years, we have experienced significant improvement in our operating performance. Highlights of our improved performance are set forth below. Our fiscal year 2012 included 53 weeks rather than 52 due to our fiscal calendar (approximately every 7^th fiscal year has 53 weeks).

•

Total revenues for 2012 increased 6.8% (including the 53^rd week) over 2011, and 5.9% for 2011 over 2010.



•

Same store sales growth of 1.4% in the fourth quarter of 2012 marked the 10^th consecutive quarter of increases in same store sales.



•

For the full 2012 fiscal year, adjusted EPS grew 30% to $2.06. Excluding the fifty-third week, on a comparable basis to the 52 weeks in 2011, we achieved EPS growth of 17% over 2011. Adjusted EPS for fiscal 2011 was $1.58 compared to $0.71 in fiscal 2010.



•

For fiscal 2012, though still negative, our guest traffic exceeded the casual dining sector by 166 basis points as reported by Black Box Intelligence, a financial benchmarking report for the restaurant industry. This included three consecutive quarters where the Company's performance in guest traffic outpaced the industry.



•

We used excess cash generated during the last two years to benefit our stockholders in the form of share repurchases. Over the past two years, we have repurchased over $57 million or 14% of shares outstanding, including $24.3 million repurchased during 2012. Our board of directors approved a new $50 million share repurchase authorization that became effective at the beginning of 2013.

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As represented in the chart below, for the past three years, our cumulative total shareholder return on our common stock has shown marked improvement and compares favorably with the cumulative total return over the same period for the Russell 3000 Index, the Bloomberg U.S. Full Service Restaurant Index and our peer group restaurants (See "Benchmarking" below beginning on page 20). The comparison assumes $100 was invested on December 31, 2009 in the Company's Common Stock and in each of the indices (including reinvestment of dividends based on calendar years ending December 31 for purposes of comparability).

Three Year Indexed Share Price Performance

•

As represented in the bar graph below, our stock price has steadily increased since Mr. Carley joined our Company as chief executive officer in September 2010. Since 2010, our stock price has increased from a high in the mid $20s to a recent high in the mid $40s.

RRGB Avg. Stock Highs & Lows

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        2012 Say on Pay Vote Results.    At our 2012 annual meeting of stockholders, holders of approximately 89% of the votes cast on such proposal approved the advisory vote on the 2011 compensation of our named executive officers. The compensation committee did not make significant structural changes to our executive compensation program in 2012. The compensation committee believes the advisory stockholder vote indicates strong support for the Company's executive compensation program. The compensation committee will continue to consider the results of the advisory vote on executive compensation in future executive compensation policies and decisions.

Key Components of our Executive Compensation Program

        Our compensation objectives are designed to link salaries and incentives with current and long-term sustained achievement of Company strategic goals, as evidenced by the pay- for-performance features of our executive compensation program. Accordingly, our executive compensation program is comprised of both short-term (annual) and long-term components, including fixed base cash compensation, and variable incentive compensation, which currently is comprised of both long-term cash awards and equity. Annual compensation, which is comprised of base salaries and annual bonus opportunity, together with long-term incentives, result in total direct compensation targeted at approximately the 60^th percentile of our peer group, with annual cash compensation targeted at the median (50^th percentile) of our peer group, and long-term compensation targeted at the 65^th percentile of our peer group, as discussed more fully below. Although total direct compensation is targeted above the median for our peer group, realization of that level of compensation occurs only upon achievement of both the short and long-term performance results.

        Incentive awards of both cash and equity are paid pursuant to the Company's Second Amended and Restated 2007 Performance Incentive Plan (the "2007 Plan").

        The compensation committee believes that the annual incentives (which are generally based on annual Company EBITDA or other financial targets) and the long-term incentives (the cash portions of which are currently based on three year EBITDA and ROIC targets) place a large portion of the executive's pay at risk because such pay will fluctuate or vary in value based upon the level of performance achieved by the Company. Because incentive awards are performance-based, they are variable or at risk of forfeiture or reduced payout if performance goals are not achieved. Moreover, long-term equity awards are at risk of forfeiture if the executive does not remain with the Company until the equity vests, and at risk of reduced realized value based upon Company stock price at the date of vesting.

        The compensation committee believes that our compensation programs do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. Because a material part of our executives' compensation is tied to achievement of long-term goals, our LTI program uses multiple metrics, and our maximum payouts are capped, The compensation committee continually evaluates and revises our compensation program as necessary to ensure that it is competitive with the market and our peers, and promotes achievement of our business objectives without undue risk. See "Risk Mitigation" beginning on page 24.

Base Compensation

        Base Salary.    The compensation committee sets base salaries for our executives to reflect the scope of each executive's responsibilities, experience, and performance. The compensation committee reviews base salaries annually, and adjusts them from time to time to account for relevant factors such as market changes, as documented by the compensation consultant. The compensation committee also considers the CEO's evaluation of each executive's performance and reviews his salary recommendations for those key executives.

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Incentive-Based Compensation

        Use of Different Metrics.    For our incentive-based compensation, the compensation committee utilizes a mix of performance metrics and time and tenure. Each type of metric serves a different purpose. The cash component of the short-term (annual bonus) and long-term incentive awards requires achievement of certain financial targets, measured over either one or three years. If the financial metrics are not achieved at a minimum threshold level at the end of the performance period, no payment is earned or made. The equity portion of the grants vests ratably over four years. The time-based vesting of the restricted stock units, a comparatively lesser portion of the total long-term incentive awards, is used primarily for retention purposes and to guarantee stock ownership by executives, thereby aligning their interests with our stockholders. The stock options vest over time, but require improved stock price performance to realize value.

        Annual Performance-Based Incentive (Cash Bonus).    Annual performance-based cash bonuses are intended to reward achievement of short-term operating goals and financial performance that are incremental to long-term, sustained creation of stockholder value. Our annual bonuses are established with reference to the annual portion of our five year strategic plan and, although measured in one year increments, are designed to tie each year's results into a long-term target. As the Company's business evolves and develops, the long-term targets may be revised with concurrent impact on each year's annual planning. Generally, the annual performance metrics are financial based measures. The compensation committee continually evaluates the measures against which we gauge our performance and may incorporate additional or alternative metrics to incentivize executives to achieve appropriate performance targets and respond to industry changes or market forces.

        Each of our executives is eligible to receive an annual cash bonus based on achievement of certain performance objectives, predominantly based on annual EBITDA. The EBITDA measure was selected because we believe it best captures our operating results without reflecting the impact of decisions related to our growth, non-operating factors and other matters. The 2007 Plan permits the compensation committee to adjust, in its discretion, EBITDA for non-cash, non-recurring or unusual items. The compensation committee approves the annual bonus plan based on achievement of a predetermined range of minimum threshold, target, and maximum-level EBITDA and approves payout of the bonuses, if any, following review of actual results. Bonuses are based on a percentage of the executive's salary, which percentage varies up or down depending on the actual EBITDA performance level. Bonuses are not payable at all if the minimum threshold of EBITDA is not achieved. The compensation committee sets these ranges each year based on performance expectations, market and peer comparisons and other factors. The compensation committee may add or substitute performance measures in future plans. The compensation committee may also use various factors to exercise negative discretion when evaluating performance for purposes of awarding annual incentive compensation.

        In addition, the compensation committee may approve special bonuses on an individual or group basis in recognition of extraordinary achievements or to address other special situations.

        Long-Term Performance-Based Incentives.    The compensation committee determines the long-term incentive grants for the executive officers, including the named executive officers, pursuant to market data and with respect to comparisons to peer restaurant compensation practices. The compensation committee believes that a mix of performance and time-based cash and equity incentives provides an element of performance risk for executives, as well as guaranteed equity ownership, thereby aligning the interests of executive officers with our stockholders.

        Long-term incentive grants consist of equity awards, typically in the form of restricted stock units and stock options, and a long-term cash incentive component. They are designed to focus management on our strategy of driving consistent, sustainable achievement of long-term goals, both incrementally and over long performance periods. The annual granting of multi-year performance compensation

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(using three-year performance targets) is designed to ensure that the execution of our strategic plan considers appropriate risks and returns and allows for initiatives that are multi-year in nature.

        Currently, the long-term incentive awards consist of an equity component comprised of 40% stock options and 20% restricted stock units (both of which vest ratably over four years), and a 40% performance-based cash component. We use stock options to align the interests of our executive officers with stockholders because value is realized only if the stock price appreciates (stock price performance). The cash component is payable if EBITDA or ROIC targets are achieved over a three-year measurement period. We use restricted stock units to help retain our executives and further align their interests with our stockholders.

        Risk Profile of 2012 Named Executive Officer Compensation.    The charts below reflect the portion of the executives' compensation that is considered "variable" (i.e., in value realized) and/or "at-risk" (subject to forfeiture or partial or complete loss of value). The portion of variable pay for Mr. Carley for 2012 is approximately 70%, and for all other named executives is approximately 61%. "At-risk" portions of the pay at the beginning of 2012 included the 2012 annual cash bonus opportunities (annual short-term bonus incentive or "STI") and the three-year long-term incentive grant (40% cash, 40% restricted stock units and 20% options, or collectively "LTI"), all of which is variable pay. The cash portion of the LTI is subject to a three-year performance period measuring EBITDA and ROIC for fiscal years 2012-2014, payable, if earned, in 2015. The chart assumes payout of long-term cash incentives at 100% target levels. Options and restricted stock units vest ratably over four years, and therefore their value depends on the Company's stock price on the respective vesting dates. Components of the LTI grant are also at risk of forfeiture if the named executive officer does not remain employed by the Company through the performance or vesting periods. In addition, stock options could lose value if the stock price falls and remains below the exercise price of $35.46. In March 2013, the annual cash bonus incentives, representing a portion of the variable at risk pay, were paid based on 2012 performance to each of the named executive officers. See "Summary Compensation Table" on page 26. Such payouts are not reflected in the table below.

CEO

Other Named Executive Officers

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Benchmarking

        Restaurant Peer Group.    Restaurant peer group companies are selected based on their similarity to us with respect to several factors, including revenue, size and scope. At the end of fiscal 2011, the Company ranked in the 56^th percentile for its peer group in sales, 54^th percentile in assets and 25^th percentile in market value according to the compensation committee's consultant, AON Hewitt. In 2013, P.F. Chang's China Bistro, Inc., and California Pizza Kitchen have been excluded from the peer group list as they are no longer publicly reporting. Our current peer group is comprised of the restaurant companies listed below:

Compensation Consultant

        The compensation committee's consultant, AON Hewitt, assists with the compensation committee's annual review of our executive compensation program, the cash and equity compensation practices, ongoing development of our executive compensation philosophy, and acts as an advisor to the compensation committee on compensation matters as they arise. AON Hewitt also advises the compensation committee on compensation for the board of directors. Other than its service to the compensation committee, AON Hewitt did not provide any other services to the Company in fiscal year 2012. The Committee evaluated AON Hewitt's independence as its compensation consultant by considering each of the independence factors recently adopted by The NASDAQ Global Select Market® and the SEC. Based on such evaluation, the compensation committee believes that no conflict of interest exists that would prevent AON Hewitt from independently representing the compensation committee.

Equity Compensation Plan Information

        We maintain four equity-based compensation plans—the 2002 Stock Incentive Plan (the "2002 Plan"), the 2004 Performance Incentive Plan (the "2004 Plan"), the Second Amended and Restated 2007 Performance Incentive Plan (the "2007 Plan"), and the Employee Stock Purchase Plan (the "ESPP"). Our stockholders have approved each of these plans.

        The following table sets forth for our equity compensation plans in the aggregate, the number of shares of our common stock subject to outstanding options and rights under these plans, the

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weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants under these plans as of December 30, 2012:

Modest Perquisites

        We offer relatively few perquisites to our executives, but we do provide certain benefits such as car allowances, meal allowances and discounts at our restaurants to our named executive officers and certain other employees.

Summary of 2012 Compensation Activity

        Salaries.    In September 2012, the compensation committee awarded an approximate 2% salary increase to the Company's executive team as set forth below. The compensation committee considered various factors including peer compensation practices, Company performance, individual contributions

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or other relevant matters. The compensation committee considers salary increases mid-year instead of at the beginning of the year in order to better assess these factors.

        Each of Mr. Carley, Mr. Brown and Ms. Post has an employment agreement with the Company, the terms of which are discussed below under "Executive Employment Agreements."

        2012 Bonuses.    For 2012, annual bonuses were based on achievement of an annual Company EBITDA target to focus our efforts on continuing to improve performance and maximizing stockholder returns. In fiscal year 2012, we realized significant movement toward these goals, reporting increased revenue and net income in fiscal 2012 over 2011 and sustainable cost reductions. We view these achievements as the first steps in continuing to work toward establishing best in class operations, profitability and brand value.

        Bonus opportunities for achievement of EBITDA targets represent a percentage of the employee's salary. Based on achievement of above-target EBITDA performance goals in 2012, our executive officers earned a bonus payout, as reflected in the summary compensation table and the table below. For 2012, our target (100%) level EBITDA objective was approximately $100.1 million after giving effect to bonus expense. The range of EBITDA objectives to achieve a bonus payout was 85% of target EBITDA for the minimum threshold level, and 115% of target EBITDA for the maximum level, with a corresponding multiple range that decreased or increased the payout of the executive's target bonus. Our actual EBITDA achievement for 2012 was $101.9 million, which was 101.8% of the target EBITDA level, and generated a corresponding payout multiple of 107.2% of the executive's target level bonus, which was paid in February 2013.

        Bonus payments for achievement at that level were paid to all executives and a number of eligible management, regional management, and non-restaurant personnel.

        The 2012 annual cash bonus incentive also included a factor, once EBITDA at 100% of the target level was achieved, to allow, at the discretion of the compensation committee, for additional bonus

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compensation for achievement of certain guest traffic increases. The Company did not achieve such increases and, consequently, no additional bonus was paid.

        2012 Long-Term Incentive ("LTI") Program.    The 2012 LTI grants made to named and other executive officers followed the program design implemented in 2011. The program is comprised of stock options representing 40% of the award and 20% in restricted stock units, that each vest ratably over four years, and a long-term cash incentive measured by company performance over three years, which constitutes 40% of an executive's total target incentive. The LTI program grants are made under the 2007 Plan. It is intended that this program will continue annually in overlapping cycles.

        Long-Term Cash Portion.    The long-term cash portion of the performance plan is focused on operational metrics with a three-year performance period. The awards cliff vest at the end of each three-year performance cycle. Performance is measured over the three years based on a range of minimum threshold, target, and maximum level. There are two independent metrics used which provide an appropriate balance between growth in enterprise value and operational effectiveness. The first metric is the three-year average return on invested capital ("ROIC"), which recognizes that uses of capital and improvement in ROIC may take time to manifest. The second metric is cumulative EBITDA, which allows progress toward the goal to be measured during the three years. The goals are equally weighted and the payouts may be different depending on the achievement level of each metric.

        The same LTI program metrics and methodology were implemented for both the 2012 and 2013 awards. It is currently intended that each subsequent annual plan will have similar three-year performance periods and vesting.

        Stock Options.    The stock options that were granted in 2012 vest fully in four years with one quarter of the options vesting on each anniversary date of the grant. Prior to 2011, stock option grants vested one-fourth on the first anniversary date and the balance ratably over the following 36 months. The change in the options vesting schedule was made to better align all incentives with longer-term achievement of objectives.

        Restricted Stock Units.    The restricted stock units that were granted in 2012 vest fully in four years with one quarter vesting on each anniversary date of the grant.

        2012 Incentive Grants.    In February 2012, the Company made the following annual grants to our named executive officers in the form of LTI cash award, options, and restricted stock units under the 2007 Plan. As described above, an executive's total target incentive is comprised of 40% long-term performance-based cash, 40% stock options, and 20% restricted stock units.

2013 Compensation Program

        Our 2013 compensation program has substantially the same key components and elements as our 2012 program.

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Executive Stock Ownership Guidelines

        Stock ownership guidelines have been in effect for the Company's executive officers and directors since March 2009. (See "Director Stock Ownership Guidelines" beginning on page 38 for ownership guidelines for directors). The compensation committee believes that executive ownership requirements increase alignment with stockholders on long-term ownership risk. The guidelines require executive officers to hold during the term of the executive's employment a definitive dollar value of the Company's stock, based on the price of the Company's common stock at the date of acquisition. All forms of equity owned of record or beneficially, except options, are credited toward the guidelines. The executive officers have five years to achieve the guidelines from the latter of the date the guidelines were adopted or their effective date of employment. The compensation committee periodically reviews the guidelines and receives guidance and market data from its advisors. The value was initially based broadly on a multiple of salary for each executive officer at the time the plan was instituted. The ownership guideline values were approximately 3.5 times Mr. Carley's salary, approximately 2 times Mr. Houseman's salary, and approximately 1.5 times salary for the remaining executive officers. The following table sets forth the ownership guidelines and the holdings of the named executive officers as of April 1, 2013, valued at the acquisition dates (excluding options):

Employment Agreements

        Each of Mr. Carley, Mr. Brown, and Ms. Post has an employment agreement with the Company, described below under "Executive Employment Agreements." The employment agreements have indefinite terms, terminating on discontinuance of employment in accordance with the terms of the agreement. The agreements provide for severance payments upon termination and after a change of control of the Company. The compensation committee believes that the terms of these agreements are in line with market standards and are an important means to allow management to continue to focus on running the business of the Company in the event of a pending or actual change of control event or otherwise. More detailed information concerning these severance payments appears below under the caption "Potential Payments upon Termination or Change in Control."

Deductibility of Executive Compensation

        Section 162(m) of the Internal Revenue Code under the Omnibus Budget Reconciliation Act of 1993 limits the deductibility for tax purposes of compensation over $1 million paid by a publicly-traded company to certain executive officers. The policy of the compensation committee is to establish and maintain a compensation program that maximizes the creation of long-term stockholder value. The compensation committee generally attempts to structure most compensation approaches to preserve deductibility. The compensation committee, however, reserves the right to adopt programs giving consideration to factors other than deductibility where the compensation committee believes stockholder interests are best served by retaining flexibility. In such cases, the compensation committee may consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its compensation objectives.

        As discussed above, performance bonuses are generally paid under the 2007 Plan and thus are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal

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Revenue Code. Accordingly, such amounts are intended to be deductible by the Company even if in excess of the $1 million statutory limit. Certain of our annual equity awards to our executives are not performance-based. Consequently, a portion of that compensation may not be deductible in future years if such executive's aggregate compensation is in excess of statutory limits.

Risk Mitigation

        The compensation committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking. The factors considered by the committee include:

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the general design philosophy of our compensation policies and practices for employees whose behavior would be most affected by the incentives established by our compensation policies and practices, as such policies and practices relate to or affect risk taking by employees on our behalf, and the manner of their implementation;



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our risk assessment and incentive considerations in structuring our compensation policies and practices or in awarding and paying compensation;



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how our compensation policies and practices relate to the realization of risks resulting from the actions of employees in both the short term and the long term;



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our policies regarding adjustments to our compensation programs and practices to address changes in our risk profile; and



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material adjustments that we have made to our compensation policies and practices as a result of changes in our risk profile.

        The compensation committee believes that it has mitigated unnecessary risk taking in both the design of the compensation plans and the controls placed upon them because (i) payouts under our annual and long-term incentive compensation plans are capped, (ii) the performance goals relate directly to the business plan approved by the board of directors, and (iii) there is an appropriate balance between our annual operating achievements and longer-term value creation, with a particular emphasis on longer term value creation for our executives. Accordingly, based upon the foregoing, the Company believes that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Compensation Clawback Policy

        In March 2012, the Company's board of directors adopted a compensation clawback policy for its executive officers that provides for the recoupment by the Company of certain excess incentive compensation paid to the officers under certain circumstances. In the event of a restatement of the Company's previously issued financial statements as a result of either i) material non-compliance with financial reporting requirements under the securities law or ii) intentional misconduct by an executive, the Company may recover, to the extent permitted by law, certain incentive compensation received by the executive that was in excess of what would have been paid in the absence of the incorrect financial statements.

Pledging and Hedging Transactions in Company Securities

        Although the Company does not have a formal written policy, the compensation committee's practice is that pledging and hedging the Company's securities is prohibited for executive officers and directors.

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Compensation Committee Report

        The following Report of the compensation committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, except to the extent the Company specifically incorporates this Report.

The compensation committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with the Company's management. Based on the review and discussions, the compensation committee recommended to the Company's board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

Lloyd L. Hill, Chair
Richard J. Howell
Pattye L. Moore
James T. Rothe

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2012 Executive Compensation Tables

Summary Compensation Table

        The following table sets forth summary information concerning compensation awarded to, earned by, or accrued for services rendered to the Company in all capacities by our principal executive officer, principal financial officer, and each of our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2012 (collectively, the named executive officers), for fiscal years 2010 through 2012:

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Grants of Plan-Based Awards

        The following table provides additional information about stock option awards and equity and targeted non-equity incentive plan awards granted to our named executive officers during fiscal 2012: