0001209191-22-057281.txt : 20221116 0001209191-22-057281.hdr.sgml : 20221116 20221116154718 ACCESSION NUMBER: 0001209191-22-057281 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221114 FILED AS OF DATE: 20221116 DATE AS OF CHANGE: 20221116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kupferman Mark CENTRAL INDEX KEY: 0001953929 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51485 FILM NUMBER: 221395062 MAIL ADDRESS: STREET 1: 1030 WEST CANTON AVENUE STREET 2: SUITE 100 CITY: WINTER PARK STATE: FL ZIP: 32789 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ruths Hospitality Group, Inc. CENTRAL INDEX KEY: 0001324272 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 721060618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 BUSINESS ADDRESS: STREET 1: 1030 W. CANTON AVENUE STREET 2: SUITE 100 CITY: WINTER PARK STATE: FL ZIP: 32789 BUSINESS PHONE: (407) 333-7440 MAIL ADDRESS: STREET 1: 1030 W. CANTON AVENUE STREET 2: SUITE 100 CITY: WINTER PARK STATE: FL ZIP: 32789 FORMER COMPANY: FORMER CONFORMED NAME: Ruths Chris Steak House, Inc. DATE OF NAME CHANGE: 20050419 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-14 0 0001324272 Ruths Hospitality Group, Inc. RUTH 0001953929 Kupferman Mark 1030 WEST CANTON AVENUE SUITE 100 WINTER PARK FL 32789 0 1 0 0 SVP, Chief Commercial Officer RUTH 2022-11-14 4 A 0 10270 A 10270 D Performance Share Units 2022-11-14 4 A 0 10270 A Common Stock 10270 10270 D Consists of shares of restricted stock, granted pursuant to the Company's 2018 Omnibus Incentive Plan, which vest 40% on November 14, 2023, 40% on November 14, 2024, and 20% on November 14, 2025. Each Performance Share Unit (PSU) represents the right to receive, following vesting, up to 200% of one share of RUTH common stock. The number of PSUs reported assumes target performance. The number of shares of RUTH stock acquired upon vesting of the PSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three year performance period beginning with the first day of the fiscal year of the grant date and ending on the last day of the fiscal year of the second anniversary of the grant date. Unless earlier forfeited under the terms of the PSU, each PSU vests and converts into no more than 200% of one share of RUTH common stock on November 14, 2025. /s/ Marcy Norwood Lynch, under Power of Attorney 2022-11-16 EX-24 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Marcy N. Lynch and Kristy Chipman, signing singly, and their successors in office and designees, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Ruth's Hospitality Group, Inc., a Delaware corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or other form or report and any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of November, 2022. Signature: /s/ Mark Kupferman Print Name: Mark Kupferman