Vintage Capital Management Calls Special Meeting at Red Robin to Oust Majority of Board
By John Jannarone
Red Robin Gourmet Burgers Inc.’s third-largest shareholder, Vintage Capital Management, has called a special meeting to oust five of seven directors at the casual dining chain, setting the stage for a fight for control of a business that has underperformed rivals for years.
“Given the Board’s unwillingness to pursue a transparent and fulsome review of strategic alternatives, in accordance with the certificate of incorporate and bylaws of the Company, we are today providing to the Secretary of the Company a request to convene a special meeting of stockholders,†Vintage said in a letter filed with the SEC Wednesday morning. “At this meeting, we intend to propose, among other things, to remove five directors, representing a majority of the Board, and direct the replacement of those directors with highly qualified directors.â€
The move comes after Red Robin refused to meet with Vintage in recent months as the investment fund built an 11.6% position. As CorpGov explained in an article Tuesday, Red Robin elected to implement a poison pill and hire defense advisors including investment bank Evercore and public-relations firm Joele Frank.
Red Robin likely faces a difficult battle given the company’s poor operating and financial performance in recent years. The restaurant industry has a history of successful activist campaigns at companies that have disappointed shareholders. In 2014, Darden Restaurants, also advised by Joele Frank, engaged in a proxy fight with Starboard Value that resulted in the ouster of all 12 directors.
Joele Frank and Vintage didn’t immediately respond to requests for comment.
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