--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-166585" form_type: "8-K" ticker: null cik: "0001324272" company_name: "Ruths Hospitality Group, Inc." filed_at: "2023-06-14T23:59:59+00:00" generated_at: "2026-06-14T00:59:11.777665+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Darden closes $21.50/share acquisition of Ruth's Hospitality Group for ~$715M ## Summary - Merger completed June 14, 2023; each share converted to $21.50 cash. - Tender offer received ~71.2% of shares (22.85M); minimum condition satisfied. - Total consideration ~$715M, funded via cash on hand and borrowings. - Shares to be delisted from Nasdaq; registration to be terminated. - Board replaced: all prior directors resigned; sole director appointed. ## SEC filing metadata - accession: 0001193125-23-166585 - form_type: 8-K - cik: 0001324272 - company_name: Ruths Hospitality Group, Inc. - filed_at: 2023-06-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/d466349d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-166585 - JSON: https://secwatch.observer/filing/0001193125-23-166585.json - Plain text: https://secwatch.observer/filing/0001193125-23-166585.txt ## Key facts - Executive change Giannella Alvarez resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Stephen M. King resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Matthew R. Broad was appointed as Sole Director at Ruths Hospitality Group, Inc.. - Action: became - Role: Sole Director source text: Matthew R. Broad, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Kristy Chipman departed as other_named_officer at Ruths Hospitality Group, Inc.. - Action: ceased source text: Kristy Chipman, David E. Hyatt and Mark Kupferman ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Mark Kupferman departed as other_named_officer at Ruths Hospitality Group, Inc.. - Action: ceased source text: Kristy Chipman, David E. Hyatt and Mark Kupferman ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Mary L. Baglivo resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Marie L. Perry resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Michael P. O’Donnell resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Robin P. Selati resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Carla R. Cooper resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change Cheryl J. Henry resigned as director at Ruths Hospitality Group, Inc.. - Action: resigned source text: each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Executive change David E. Hyatt departed as other_named_officer at Ruths Hospitality Group, Inc.. - Action: ceased source text: Kristy Chipman, David E. Hyatt and Mark Kupferman ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Governance Changes Ruths Hospitality Group, Inc.: Certificate of incorporation amended and restated in its entirety (effective 2023-06-14). - Change: charter amendment - Effective: 2023-06-14 source text: the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - Governance Changes Ruths Hospitality Group, Inc.: Bylaws amended and restated in their entirety (effective 2023-06-14). - Change: bylaw amendment - Effective: 2023-06-14 source text: the bylaws of the Company were amended and restated in their entirety, effective as the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm - M&A Transactions Ruths Hospitality Group, Inc. underwent a change of control involving Darden Restaurants, Inc. (closed 2023-06-14). - Action: change of control - Counterparty: Darden Restaurants, Inc. - Closing: 2023-06-14 source text: As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on June 14, 2023, a change in control of the Company occurred. evidence_url: https://www.sec.gov/Archives/edgar/data/1324272/000119312523166585/0001193125-23-166585-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.