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RUTHS HOSPITALITY GROUP, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 2, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Ruth's Hospitality Group, Inc. (the "Company") held on May 29, 2014, the stockholders of the Company (i) elected each of the Company's six nominees to serve on the Company's board of directors until the next annual meeting, (ii) approved the compensation of the Company's named executive officers on an advisory basis and (iii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm.

The results of the voting were as follows:

Votes Broker Votes For Withheld Non-Votes Election of Directors Michael P. O'Donnell 27,561,770 253,761 5,683,886 Robin P. Selati 27,559,737 255,794 5,683,886 Carla R. Cooper 27,721,578 93,953 5,683,886 Bannus B. Hudson 27,633,395 182,136 5,683,886 Robert S. Merritt 27,639,995 175,536 5,683,886 Alan Vituli 27,631,702 183,829 5,683,886



Accordingly, each of the six nominees received the highest number of votes cast and therefore was elected to serve as a director.

Votes Broker Votes For Against Abstentions Non-Votes



Advisory Vote on Executive Compensation 26,821,808 619,845 373,878 5,683,886

Accordingly, a majority of votes were cast in favor of the proposal and the compensation of the Company's named executive officers as described in the Company's proxy statement under "Compensation Discussion and Analysis," the executive compensation tables and the accompanying narrative disclosure was approved on an advisory basis.

Votes Votes For Against Abstentions Ratification of Independent Registered Public Accounting Firm 32,883,236 285,609 330,572



Accordingly, a majority of votes were cast in favor of the proposal and the appointment of KPMG LLP as the Company's independent registered public accounting firm was ratified.

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Source: Edgar Glimpses


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