Edgar Filing: Ruths Hospitality Group, Inc.

RUTH’S HOSPITALITY GROUP, INC.

Date: May 27, 2010

/s/ BRIAN M. JUDGE

Brian M. Judge

Vice President and Controller

Form 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): May 26, 2010

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-51485

Delaware

72-1060618

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

400 International Parkway, Suite 325

Heathrow, Florida 32746

(Address of principal executive offices, including zip code)

(407) 333-7440

(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:

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

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

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

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

Item 5.07

Submission of Matters to a Vote of Security Holders

On May 26, 2010, Ruth’s Hospitality Group, Inc. (the “Company”) held its annual meeting of stockholders to vote on the following proposals:

Proposal One: The Board of Directors recommended six nominees to stand for election at the 2010 annual meeting and each of the nominees were elected by a plurality of votes cast by shares entitled to vote at the meeting. Therefore, in accordance with the voting results listed below, the nominees were elected to serve until the 2011 annual meeting and until their successors have been elected and qualified.


Nominee	For	Withheld	Broker Non-Votes
Michael P. O’Donnell	28,475,087	87,305	8,199,751
Robin P. Selati	28,412,521	149,871	8,199,751
Carla R. Cooper	28,163,034	399,358	8,199,751
Bannus B. Hudson	27,052,948	1,509,444	8,199,751
Robert S. Merritt	28,472,177	90,215	8,199,751
Alan Vituli	27,057,880	1,504,512	8,199,751

Proposal Two: The Board of Directors selected KPMG LLP to serve as the independent registered public accounting firm for the Company for fiscal year 2010. The Board of Directors directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the 2010 annual meeting. Therefore, in accordance with the voting results listed below, KPMG LLP will serve as the independent registered public accounting firm for the Company for fiscal year 2010.


For	Against	Abstain
36,331,894	373,967	56,282

SIGNATURE

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.