Bloomin' Brands Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$BLMN
Restaurants
Consumer Discretionary
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) August 21, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 21, 2024, the Board of Directors (the “Board”) of Bloomin’ Brands, Inc. (the “Company”), appointed Michael L. “Mike” Spanos to serve as a director and Chief Executive Officer, effective September 3, 2024. As previously announced, current Chief Executive Officer, David J. Deno will be retiring as Chief Executive Officer and from the Board on the effective date and will remain employed by the Company for a transition period in connection with this appointment.
Mr. Spanos, 59, served as Chief Operating Officer of Delta Airlines from June 2023 to August 2024; Owner of Mike Spanos Associates, a business consulting firm, from January 2022 to May 2023; and President and Chief Executive Officer of Six Flags Entertainment Corporation from November 2019 to November 2021. Prior to joining Six Flags, he spent more than 25 years in a variety of positions at PepsiCo, Inc. (“PepsiCo”), including as Chief Executive Officer, Asia, Middle East and North Africa, from October 2017 to November 2019. Prior to joining PepsiCo in 1993, Mr. Spanos served in the United States Marine Corps from 1987 to 1993.
The Company and Mr. Spanos entered into an Employment Agreement, effective September 3, 2024, under which Mr. Spanos’ base salary will be $1,000,000, his annual target bonus will be 175% of base salary (prorated effective September 3, 2024), he will receive a one-time restricted stock unit award under the Plan having an aggregate target grant date fair market value of $1,500,000 (his “Transition Award”), and he will receive a one-time restricted stock award under the Plan having an aggregate target grant date fair market value of $1,000,000 (his “Inducement Award”), with both the Transition Award and the Inducement Award vesting ratably over three years. In addition, he will receive a cash signing bonus in the amount of $500,000, a relocation payment in the amount of $500,000, and reimbursement of his employment attorney fees up to $25,000. Beginning in 2025, the target value of his annual equity award under the Plan will be $6,000,000. If Mr. Spanos’ employment is terminated by the Company other than for Cause or if he terminates employment for Good Reason (with such terms defined in the Employment Agreement), he will be entitled to a payment of two times his base salary plus a pro rata portion of his target bonus, full vesting of his Transition Award and a one-time lump sum payment in an amount equal to twelve months of premium costs for continued health benefits. If Mr. Spanos’ employment is terminated due to his death or disability, his Transition Award will fully vest and he will receive a pro rata portion of his target bonus. He will also be entitled to benefits under the Company’s Executive Change in Control Plan.
There are no family relationships between Mr. Spanos and any director or other executive officer of the Company, nor are there any transactions between Mr. Spanos or any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the United States Securities and Exchange Commission.
A copy of the Employment Agreement with Mr. Spanos will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 29, 2024.
Mr. Deno will retire from the Board and his role as Chief Executive Officer effective September 3, 2024 and will remain employed by the Company through December 31, 2024 as a transition period at his current rate of base salary and receive his 2024 bonus following his departure at the estimated level of Company performance.
Brett Patterson, the Company’s Executive Vice President, President of Outback Steakhouse, has resigned from the Company effective as of September 27, 2024 as he has accepted a position at another company.
Item 7.01 Regulation FD Disclosure
On August 26, 2024, the Company issued a press release announcing the appointment of Mr. Spanos as a director and Chief Executive Officer and Mr. Deno’s retirement. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | Description | ||||||||||
| 99.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
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 hereunto duly authorized.
| BLOOMIN’ BRANDS, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | August 26, 2024 | By: | /s/ Kelly Lefferts | ||||||||
| Kelly Lefferts | |||||||||||
| Executive Vice President and Chief Legal Officer | |||||||||||