On February 13, 2026, Red Robin Gourmet Burgers, Inc. amended its Cooperation Agreement with the JCP Parties and Jumana Parties, agreeing to re-nominate James C. Pappas and Christopher Martin to the Board at the 2026 Annual Meeting, appoint Mr. Pappas as Chair of the Finance Committee post-meeting, and reduce Board size to eight directors during the Cooperation Period.
Key takeaways
Amended Cooperation Agreement dated February 13, 2026, with JCP Parties (James C. Pappas entities) and Jumana Parties (Christopher Martin entities)
Re-nomination of James C. Pappas (JCP Designee) and Christopher Martin (Jumana Designee) for 2026 Annual Meeting
Post-2026 Annual Meeting: James C. Pappas appointed Chair of Finance Committee
Board size reduced to maximum eight directors from conclusion of 2026 Annual Meeting until end of Cooperation Period
Cooperation Period ends earlier of 30 days prior to 2027 annual meeting notice deadline or 120 days prior to 2026 Annual Meeting anniversary
Jumana Parties gain right to acquire additional 1% shares if stock VWAP < $4.00 for five consecutive trading days
Investor Parties standstill and voting commitments remain in effect