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): November 19, 2012

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 November 19, 2012, Ruby Tuesday, Inc., a Georgia corporation (the “Company”), announced that James J. Buettgen has been named President and Chief Executive Officer of the Company.  Mr. Buettgen’s appointment will be effective December 1, 2012.  Mr. Buettgen will also be appointed to the Board of Directors as of December 1, 2012.  Mr. Buettgen previously served as Senior Vice President and Chief Marketing Officer of Darden Restaurants, Inc. (“Darden”).  Additionally, the Company announced that Lead Director Matthew A. Drapkin will be appointed as Chairman of the Board of Directors.  Mr. Drapkin’s appointment will be effective December 1, 2012.

Mr. Buettgen is being appointed President and Chief Executive Officer of the Company following the previously-announced retirement of Founder Samuel E. Beall, III as Chairman, President and Chief Executive Officer.

Before serving as Senior Vice President and Chief Marketing Officer, Mr. Buettgen, 52, served as Senior Vice President, New Business Development of Darden, and as President of Smokey Bones Bar & Fire Grill.  Mr. Buettgen holds a Bachelor of Science in Finance from Miami University in Oxford, Ohio and a Master of Business Administration in Marketing Management from the University of California at Los Angeles.

As President and Chief Executive Officer of the Company, Mr. Buettgen will receive an annual base salary of $800,000 and he will be eligible for an annual bonus under the Company’s Executive Incentive Compensation Plan with a target amount of 100% of base salary and a maximum payout of 200% of base salary.  For the fiscal year 2013 ending June 4, 2013, the Company will guarantee an annual bonus to Mr. Buettgen at target payout or actual performance, whichever is greater.

In connection with Mr. Buettgen’s appointment as President and Chief Executive Officer, he will receive an equity award valued at $1.6 million comprised of one-third service-based restricted stock, one-third performance-based restricted stock and one-third performance-based cash incentive awards.  The service-based restricted stock will cliff vest after 30 months and will be subject to a six-month holding period following vesting.  The performance-based restricted stock and cash incentive awards will have a one-year performance period, which is the fiscal year 2013, with conditions relating to the achievement of goals related to same-restaurant sales and adjusted earnings before interest, taxes, depreciation and amortization.  Subject to these conditions, the performance-based restricted stock will cliff vest after 30 months and the performance-based cash incentive will vest 50% in 18 months and 50% in 30 months, all from the date of grant.  The performance-based restricted stock will also be subject to a six-month holding period following vesting.  The Company will guarantee a vesting of the performance-based restricted stock and performance-based cash incentives to Mr. Buettgen at target level or actual performance, whichever is greater.

In addition, Mr. Buettgen will receive (i) a one-time make-whole equity award (the “Make-Whole Award”) valued at $2.5 million, which award is comprised of $1.4 million of service-based restricted stock and $1.1 million of service-based stock options and (ii) a one-time, high-performance and inducement award (the “Inducement and High-Performance Award”) comprised of 250,000 shares of service-based restricted stock, 250,000 service-based stock options and 250,000 performance-based stock options.  The service-based restricted stock will cliff vest after 30 months and will be subject to a six-month holding period following vesting.  The service-based stock options will vest in equal annual installments over three years and will be exercisable for seven years from the date of grant.  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 within Mr. Buettgen’s first three years of employment.  Both the Make-Whole Award and the Inducement and High-Performance Award will subject Mr. Buettgen to a two-year non-competition covenant following vesting.

Mr. Buettgen will be eligible for severance in an amount equal to three times his base salary, subject to his compliance with certain restrictive covenants, including three-year confidentiality and non-solicitation of employees covenants.  The Company will pay or reimburse Mr. Buettgen for certain expenses related to his relocation to Tennessee.

A copy of the press release of the Company announcing the appointment of Mr. Buettgen as President and Chief Executive Officer is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1   Press Release dated November 19, 2012 (this press release is being furnished pursuant to Item 5.02 of Form 8-K).

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: November 19, 2012

EX-99

NEWS RELEASE

FOR IMMEDIATE RELEASE

RUBY TUESDAY ANNOUNCES THE APPOINTMENT OF JAMES J. “JJ” BUETTGEN AS PRESIDENT AND CHIEF EXECUTIVE OFFICER

MARYVILLE, TN – November 19, 2012 – Ruby Tuesday, Inc. (NYSE: RT) today announced the appointment of JJ Buettgen as President and Chief Executive Officer.  He joins Ruby Tuesday from his most recent role as Chief Marketing Officer of Darden Restaurants, Inc.  Additionally, Lead Director Matthew Drapkin has been appointed as Chairman of the Board.  Both of these appointments are effective December 1, 2012 and follow the previously-announced retirement of Founder Sandy Beall as Chairman, President, and Chief Executive Officer.

Lead Director Matt Drapkin said, “The Board of Directors is confident that JJ’s proven track record at Darden makes him the right leader for Ruby Tuesday.  We have tremendous opportunity ahead of us and JJ’s strategic thinking and brand marketing experience in the restaurant industry will be very valuable as we look to build upon our current momentum in order to drive future growth and value."

Mr. Buettgen added, "It is an honor to lead Ruby Tuesday and I am excited to join the Company and work with the seasoned management team and dedicated team members to create value for our shareholders.  I believe this will be an exciting period of growth for the Company and I am eager to begin.”

Prior to his most recent role as Senior Vice President and Chief Marketing Officer for Darden Restaurants, the world's largest full-service restaurant operating company that owns and operates more than 2,000 casual dining restaurants in its multiple-brand portfolio, JJ served as Darden’s Senior Vice President of Business Development and as President of Smokey Bones Barbeque & Grill.  JJ has over 20 years of experience in the restaurant and consumer industries including roles at Disneyland Resorts, Brinker International, and General Mills.  He holds a BS in Finance from Miami University in Oxford, Ohio and an MBA in Marketing Management from the University of California at Los Angeles.

Ruby Tuesday, Inc.

News Release

November 19, 2012

Page           - 2 -

Mr. Drapkin commented, “On behalf of the Board of Directors, we would like to recognize and express our thanks to Sandy for his vision and significant contributions over the last 40 years in founding and building Ruby Tuesday into the great brand that it is today.  We wish him the best in his future endeavors.”

Sandy Beall added, “It has been a privilege to lead this great brand and team over the past 40 years.  I am very excited about JJ’s appointment as CEO and look forward to working with him and the Board to ensure a smooth transition.”

ABOUT RUBY TUESDAY

Ruby Tuesday, Inc. has Company-owned and/or franchise Ruby Tuesday brand restaurants in 45 states, the District of Columbia, 12 foreign countries, and Guam.  As of September 4, 2012, we owned and operated 712 Ruby Tuesday restaurants and franchised 78 Ruby Tuesday restaurants, comprised of 34 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                                                                                                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, conversions of Company-owned restaurants to other dining concepts, 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

Ruby Tuesday, Inc.

News Release

November 19, 2012

Page           - 3 -

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, remodeled restaurants, and conversion strategy; 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 successfully integrate acquired companies; 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.