Item 4.01 Changes in Registrant's Certifying Accountant. (a)Dismissal of Independent Registered Public Accounting Firm The Audit Committee of the Board of Directors ofRed Robin Gourmet Burgers, Inc. (the "Company") conducted a competitive process to determine the Company's independent registered public accounting firm for the fiscal year endingDecember 26, 2021 . Multiple firms were invited to participate in this process includingKPMG LLP ("KPMG") which has served as the Company's independent registered public accounting firm since 2015. As a result of this process, following the review and evaluation of the proposals from the participating firms, onMarch 4, 2021 , the Audit Committee engagedDeloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the fiscal year endingDecember 26, 2021 , subject to completion of Deloitte's standard client acceptance procedures and execution of an engagement letter. On the same date, the Audit Committee dismissedKPMG as the Company's independent registered accounting firm.KPMG's audit reports on the Company's consolidated financial statements as of and for the two most recent fiscal years endedDecember 27, 2020 andDecember 29, 2019 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:KPMG's report on the Company's consolidated financial statements as of and for the fiscal years endedDecember 27, 2020 andDecember 29, 2019 , contained a separate paragraph stating that "As discussed in Note 11 to the consolidated financial statements, the Company has changed its method for accounting for leases as ofDecember 31, 2018 due to the adoption of Accounting Standards Update No. 2016-02, Leases."KPMG's audit reports on the effectiveness of internal control over financial reporting as ofDecember 27, 2020 andDecember 29, 2019 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years endedDecember 27, 2020 andDecember 29, 2019 , and in the subsequent interim period throughMarch 4, 2021 : (i) there were no disagreements withKPMG (within the meaning of Item 304(a)(1)(iv) of Regulation S-K ("Regulation S-K") of the rules and regulations of theU.S. Securities and Exchange Commission (the "SEC")) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that if not resolved toKPMG's satisfaction, would have causedKPMG to make reference thereto in its reports; and (ii) there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K). The Company providedKPMG with a copy of the foregoing disclosures and requested thatKPMG furnish the Company with a letter addressed to theSEC stating whether it agrees with such disclosures. A copy ofKPMG's letter datedMarch 9, 2021 is filed as Exhibit 16.1 to this Current Report on Form 8-K. (b)Engagement of New Independent Registered Public Accounting Firm As set forth above, onMarch 4, 2021 , concurrent with the dismissal ofKPMG as the Company's independent registered public accounting firm, the Audit Committee engaged Deloitte as Company's new independent registered public accounting firm for the fiscal year endingDecember 26, 2021 and signed an engagement letter with Deloitte onMarch 8, 2021 . During the Company's two most recent fiscal years endedDecember 27, 2020 andDecember 29, 2019 , and during the subsequent interim period preceding Deloitte's engagement, neither the Company, nor anyone on its behalf, has consulted Deloitte with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). 2
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Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed with this report. Exhibit No. Description 16.1 Letter ofKPMG LLP to theSecurities and Exchange Commission , datedMarch 9, 2021 , regarding statements included in this Current Report on Form 8-K. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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