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Red Robin issued the following statement in response to a letter from Vintage Capital: "The Red Robin Board and management team are focused on executing the Company's strategic plan to restore growth and improve profitability. The Board appreciates input from all shareholders toward our shared goal of enhancing value and will continue to review the Company's strategic priorities against all potential opportunities to create shareholder value. Consistent with our stated priorities, last week we announced that Paul J.B. Murphy III will join Red Robin as President, Chief Executive Officer and a member of the Company's Board of Directors, effective October 3, 2019. Mr. Murphy is a proven restaurant industry executive with more than 30 years of operational, brand-positioning and turnaround expertise, as well as an extensive track record of creating significant shareholder value. We are excited about the Company's potential to improve customer experience, significantly improve cash flow and increase profitability. As previously announced, the Red Robin Board carefully reviewed and considered Vintage's proposal, consistent with its fiduciary duties and in consultation with its legal and financial advisors. The Board unanimously determined that the proposal undervalues Red Robin and is not in the best interests of all shareholders, as the strategic plan currently being implemented by Red Robin positions the Company to deliver greater value to its shareholders than Vintage's proposal."

In a 13D/A regulatory filing, Vintage Capital has maintained its 11.6% stake in Red Robin, claiming that in rejecting its unsolicited proposal last week, the management misrepresented events to shareholders. Vintage Capital writes: "Vintage Capital Management writes in response to the press releases issued by the company on September 5, 2019, disclosing that it hired Paul Murphy as Chief Executive Officer and that the Board unanimously rejected our proposed all-cash acquisition of the company at a substantial premium. While both of these actions are profoundly disappointing, given the Board's prior actions, neither is remotely surprising. The Press Release grossly misrepresents to the company's stockholders what has occurred since Vintage first announced its position in the company. In the Press Release, you state that the company "appreciate the constructive dialogue with Vintage". Despite our repeated requests, there has been no substantive dialogue, let alone one that could be described as "constructive". Since the Press Release fails to tell the true story that the company's stockholders are entitled to hear, we are forced to do so." Reference Link

Red Robin's Board of Directors has unanimously rejected an unsolicited, conditional proposal made on July 18 by Vintage Capital Management to acquire all of the outstanding common shares of Red Robin for $40.00 per share. The Board unanimously determined that the proposal undervalues Red Robin and is not in the best interests of all shareholders, as the strategic plan currently being implemented by Red Robin positions the company to deliver greater long-term value to its shareholders than Vintage's proposal.

Red Robin has appointed Paul J.B. Murphy III as President, CEO, and a member of the Company's Board of Directors, effective October 3. He succeeds Pattye Moore, who has served as interim CEO since April. This leadership transition is the result of a comprehensive search process and follows the company's recently announced board changes, which included the addition of three new independent Board directors with industry experience and the announcement of the pending retirements of three existing board members. Aylwin Lewis and Moore, who is also Board Chair, will retire from the Board following an appropriate transition period, and Stuart Oran will not stand for re-election in 2020. Murphy served as Executive Chairman of Noodles & Company from 2017 to 2019 and as CEO of Del Taco Restaurants from 2009 to 2017.