SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):   August 23, 2010


RUBIO’S RESTAURANTS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
000-26125
33-0100303
 (State of Incorporation)
(Commission File Number)
 (I.R.S. Employer Identification No.)

1902 Wright Place, Suite 300, Carlsbad, California
92008
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code:       (760) 929-8226


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 Instruction 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 5.07                      Submission to a Vote of Security Holders.
 
(a)           On August 23, 2010, Rubio’s Restaurants, Inc. (the “Company”) held its annual meeting.  The Company filed its definitive proxy statement for the proposals voted upon at the annual meeting with the Securities and Exchange Commission on July 21, 2010.
 
(b)           As of July 19, 2010, the record date for the annual meeting, 10,035,177 shares of the Company’s  common stock were issued and outstanding.  A quorum of 9,185,798 shares of common stock were present or represented at the annual meeting.  The following items of business were voted upon by stockholders at the annual meeting:
 
1.      Adoption of the Agreement and Plan of Merger, dated as of May 9, 2010, as amended by the Amendment to Agreement and Plan of Merger, dated as of July 18, 2010, among the Company, MRRC Merger Co., a Delaware corporation, and MRRC Hold Co., a Delaware corporation.  The voting results were as follows:
 
For
Against
Abstain
Broker Non-Votes
7,694,325
369,250
2,015
1,120,208

 
2.      The following members of the Board of Directors were elected to hold office until the 2013 annual meeting of stockholders and until their respective successors are elected and qualified or their earlier resignation, death, or removal.  The voting results were as follows:

 
Total Votes for
Each Director
Total Votes Withheld
from Each Director
Daniel E. Pittard
7,973,205
92,385
Timothy J. Ryan
7,981,208
84,382

 
There were 1,120,208 broker non-votes with respect to each of the nominees.
 
3.      Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 26, 2010.  The voting results were as follows:
 
For
Against
Abstain
9,135,805
15,478
34,515
 
 
 
 

 
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 thereunto duly authorized.

Dated:  August 23, 2010
 
 
RUBIO’S RESTAURANTS, INC.
     
     
By:
/s/ Frank Henigman                                                  
   
Frank Henigman, Senior Vice President and
   
Chief Financial Officer


 
 
 
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