8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 7, 2013

Ruby Tuesday, Inc.

(Exact Name of Registrant as Specified in Charter)

Georgia	1-12454	63-0475239
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 West Church Avenue

Maryville, Tennessee 37801

(Address of Principal Executive Offices)

(865) 379-5700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions  (See General Instructions A.2.below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 11, 2013, Ruby Tuesday, Inc., a Georgia corporation (the “Company”), announced that Todd Burrowes, 50, has been named President – Ruby Tuesday Concept and Chief Operations Officer of the Company.  Mr. Burrowes’s appointment was effective June 10, 2013.

Mr. Burrowes, who has over 25 years of industry experience, served the last 5 years as Executive Vice President of Operations for LongHorn Steakhouse, a portfolio brand of Darden Restaurants, Inc.  Prior to his most recent position, Mr. Burrowes served in the roles of Regional Vice President of Operations, Director of Management Training and Development, and Director of Operations for LongHorn Steakhouse.  Prior to his tenure with LongHorn Steakhouse, Mr. Burrowes served as the Regional Director of Operations for Corner Bakery Café and Vice President of Operations for Saltgrass Steak House.

As President – Ruby Tuesday Concept and Chief Operations Officer, Mr. Burrowes will receive an annual base salary of $425,000 and he will be eligible for an annual bonus under the Company’s Executive Incentive Compensation Plan with a target amount of 80% of base salary and a maximum payout of 160% of base salary.  For the fiscal year 2014 ending June 3, 2014, the Company will guarantee an annual bonus to Mr. Burrowes at target payout or actual performance, whichever is greater.

In connection with Mr. Burrowes’s appointment, he will receive an initial equity award valued at $1.125 million and thereafter will be eligible for an annual long term incentive award valued at $750,000, subject to Board of Director approval.

In addition, Mr. Burrowes will receive (i) a one-time make-whole equity award (the “Make-Whole Award”) valued at $1.2 million, which award is comprised of restricted stock, which vests in equal installments at each grant date anniversary for the next three years and (ii) a one-time high-performance and inducement award (the “Inducement and High-Performance Award”) comprised of 125,000 performance-based stock options.  The performance-based stock options will cliff vest if and when the Company’s stock price appreciates to $14 per share for a period of 20 consecutive days between Mr. Burrowes’s start date and December 3, 2015.  Additionally, if and to the extent Mr. Burrowes forfeits any earned bonus in respect of the previous employer’s most recently completed fiscal year, the Company will replace it.

A copy of the press release of the Company announcing the appointment of Mr. Burrowes as President – Ruby Tuesday Concept and Chief Operations Officer is attached as Exhibit 99.1 to this report.

In addition, the Company reports the departure of its President – Ruby Tuesday Concept and Chief Operations Officer, Kimberly Grant, effective June 7, 2013.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

  (d) Exhibits.

99.1   Press Release dated June 11, 2013. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ruby Tuesday, Inc.

(Registrant)

By: /s/ Michael O. Moore                                           

Michael O. Moore

Executive Vice President and

Chief Financial Officer

Date: June 11, 2013

EX-99.1

 

NEWS RELEASE

FOR IMMEDIATE RELEASE

RUBY TUESDAY ANNOUNCES THE APPOINTMENT OF TODD BURROWES AS PRESIDENT, RUBY TUESDAY CONCEPT AND CHIEF OPERATIONS OFFICER

MARYVILLE, TN – June 11, 2013 – Ruby Tuesday, Inc. (NYSE: RT) today announced the appointment of Todd Burrowes as President, Ruby Tuesday concept and Chief Operations Officer.  Burrowes, who has more than 25 years of industry experience, joins Ruby Tuesday after spending the past five years as the Executive Vice President of Operations for LongHorn Steakhouse, a portfolio brand of Darden Restaurants, Inc.  Burrowes previously served as Regional Vice President of Operations, Director of Management Training and Development, and Director of Operations for LongHorn Steakhouse.  Prior to his tenure with LongHorn Steakhouse, Burrowes’ roles included Regional Director of Operations for Corner Bakery Café and Vice President of Operations for Saltgrass Steak House.  He holds a bachelor’s degree in history from the University of Houston.

JJ Buettgen, President and CEO, commented, "I am delighted to welcome Todd to our senior management team.  Todd is an extremely capable executive and a motivating leader whose breadth and depth of experience will further strengthen our organization.  Todd will be instrumental in leading our efforts to reposition the Ruby Tuesday brand, creating a more lively and approachable guest experience which we believe will provide opportunities to increase our sales and profitability.”

Ruby Tuesday, Inc.

News Release

June 11, 2013

Page -2-

ABOUT RUBY TUESDAY

Ruby Tuesday, Inc. has Company-owned and/or franchise Ruby Tuesday brand restaurants in 45 states, the District of Columbia, 11 foreign countries, and Guam.  As of March 5, 2013, we owned and operated 709 Ruby Tuesday restaurants and franchised 77 Ruby Tuesday restaurants, comprised of 33 domestic and 44 international restaurants.  Our Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the United States, which we consider to be our core markets.

Ruby Tuesday, Inc. is traded on the New York Stock Exchange (Symbol:  RT).

For more information, contact:

Greg Ashley, VP Finance & Treasurer

Phone: 865-379-5700

Special Note Regarding Forward-Looking Information

This press release contains various forward-looking statements, which represent our expectations or beliefs concerning future events, including one or more of the following:  future financial performance and restaurant growth (both Company-owned and franchised), future capital expenditures, future borrowings and repayments of debt, availability of financing on terms attractive to the Company, payment of dividends, stock and bond repurchases, restaurant acquisitions, and changes in senior management and in the Board of Directors.  We caution the reader that a number of important factors and uncertainties could, individually or in the aggregate, cause our actual results to differ materially from those included in the forward-looking statements (such statements include, but are not limited to, statements relating to cost savings that we estimate may result from any programs we implement, our estimates of future capital spending and free cash flow, our targets for annual growth in same-restaurant sales and average annual sales per restaurant, and the benefits of our television marketing), including, without limitation, the following: general economic conditions; changes in promotional, couponing and advertising strategies; changes in our guests’ disposable income; consumer spending trends and habits; increased competition in the restaurant market; laws and regulations affecting labor and employee benefit costs, including further potential increases in state and federally mandated minimum wages, and healthcare reform; guests’ acceptance of changes in menu items; guests’ acceptance of our development prototypes and remodeled restaurants; our ability to successfully integrate acquired companies; mall-traffic trends; changes in the availability and cost of capital; weather conditions in the regions in which Company-owned and franchised restaurants are operated; costs and availability of food and beverage inventory; our ability to attract and retain qualified managers, franchisees and team members; impact of adoption of new accounting standards; impact of food-borne illnesses resulting from an outbreak at either Ruby Tuesday or other restaurant concepts; our ability to complete our planned sale-leaseback transactions; effects of actual or threatened future terrorist attacks in the United States; and significant fluctuations in energy prices.