Item 5.07
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SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDER
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A special
meeting (the “Special Meeting”) of shareholders of Ruby Tuesday, Inc. (the “Company”) was held on December
20, 2017. A total of 49,522,543 shares of common stock of the Company (“Company Stock”), out of a total of 61,190,829
shares of Company Stock issued and outstanding and entitled to vote as of the close of business on November 17, 2017 (the record
date for the Special Meeting) were present in person or represented by proxy at the Special Meeting. A summary of the voting results
for the following proposals, each of which is described in detail in the definitive proxy statement dated November 20, 2017 and
first mailed to the Company’s shareholders on or about November 20, 2017, is set forth below:
Proposal 1: Approval and Adoption
of the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, RTI Holding Company, LLC, a Delaware
limited liability company (“Parent”), and RTI Merger Sub, LLC, a Georgia limited liability company and a wholly-owned
subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will be merged with and into the Company
(the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
The Company’s
shareholders approved and adopted the Merger Agreement. The following were the tabulated votes “For” and “Against”
this proposal as well as the number of “Abstentions”:
For
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Against
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Abstain
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45,405,884
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825,069
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3,291,590
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Proposal 2: Approval on a
Non-Binding Advisory Basis of Certain Compensation Based on or otherwise Relating to the Merger
The Company’s
shareholders approved, on a non-binding, advisory basis, certain compensation that will or may be paid by the Company to its named
executive officers that is based on or otherwise related to the Merger. The following were the tabulated votes “For”
and “Against” this proposal as well as the number of “Abstentions”:
For
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Against
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Abstain
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30,131,780
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16,002,087
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3,388,676
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Proposal 3: Adjournment of
the Special Meeting, if Necessary
The Company’s
shareholders approved a proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor
of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to
approve and adopt the Merger Agreement, but in view of the adoption of the Merger Agreement by the Company’s shareholders,
this was not necessary. The following were the tabulated votes “For” and “Against” this proposal as well
as the number of “Abstentions”:
For
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Against
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Abstain
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46,133,070
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3,183,289
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206,184
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Forward Looking Statements
Certain
statements in this communication regarding the transaction between the Company and Parent are “forward-looking” statements.
The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,”
“estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,”
“aim,” “will,” “could,” “should,” “would,” “potential,”
“may,” “might,” “anticipate,” “likely” “plan,” “positioned,”
“strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.
These forward-looking statements, which are subject to risks, uncertainties and assumptions about the Company and Parent, may
include projections of their respective future financial performance, their respective anticipated growth strategies and anticipated
trends in their respective businesses. These statements are only predictions based on current expectations and projections about
future events. There are important factors that could cause actual results, level of activity, performance or achievements to
differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking
statements, including the risk factors set forth in the Company’s definitive proxy statement, most recent report on Form
10-K, Form 10-Q and other documents on file with the U.S. Securities and Exchange Commission.
The Company’s
forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate.
Neither the Company nor Parent can guarantee future results, level of activity, performance or achievements. Moreover, neither
the Company nor Parent assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The
Company and Parent assume no obligation to update or revise any forward-looking statements as a result of new information, future
events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.