Bloomin' Brands Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BLMN
Restaurants
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 23, 2025
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (813 ) 282-1225
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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$ | The (Nasdaq Global Select Market) | ||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 23, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 77,053,246 shares of Common Stock, representing 90.72% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:
1.Stockholders elected each of the following ten nominees as a director to serve for a one-year term expiring at the 2026 annual meeting of stockholders and until their successors have been duly elected and qualified, as set forth below.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| James L. Dinkins | 70,596,104 | 184,785 | 295,183 | 5,977,174 | ||||||||||||||||||||||
| David George | 70,575,020 | 210,163 | 290,889 | 5,977,174 | ||||||||||||||||||||||
| Julie Kunkel | 70,327,930 | 457,337 | 290,805 | 5,977,174 | ||||||||||||||||||||||
| Rohil Lal | 70,411,537 | 372,319 | 292,216 | 5,977,174 | ||||||||||||||||||||||
| Tara Walpert Levy | 69,511,088 | 1,269,599 | 295,385 | 5,977,174 | ||||||||||||||||||||||
| John J. Mahoney | 69,028,898 | 1,756,249 | 290,925 | 5,977,174 | ||||||||||||||||||||||
| Melanie Marein-Efron | 70,295,144 | 486,102 | 294,826 | 5,977,174 | ||||||||||||||||||||||
| R. Michael Mohan | 69,737,830 | 1,047,317 | 290,925 | 5,977,174 | ||||||||||||||||||||||
| Jonathon Sagal | 70,133,036 | 313,341 | 629,695 | 5,977,174 | ||||||||||||||||||||||
| Michael Spanos | 70,598,497 | 189,930 | 287,645 | 5,977,174 | ||||||||||||||||||||||
2.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 28, 2025, as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 75,593,901 | 1,123,302 | 336,043 | — | |||||||||||||||||
3.Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 65,600,851 | 5,140,351 | 334,870 | 5,977,174 | |||||||||||||||||
4.Stockholders approved on a non-binding, advisory basis to hold “say-on-pay” voting every one year in regard to executive compensation.
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 69,357,496 | 37,630 | 1,610,910 | 70,036 | 5,977,174 | ||||||||||||||||||||||
5.Stockholders approved the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan, as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 64,261,788 | 6,510,545 | 303,739 | 5,977,174 | |||||||||||||||||
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6.Stockholders did not approve a non-binding, advisory stockholder proposal to require virtual access at all stockholder meetings.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 33,682,330 | 37,069,174 | 324,568 | 5,977,174 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | Description | ||||||||||
| 10.1 | |||||||||||
| 10.2 | |||||||||||
| 10.3 | |||||||||||
| 10.4 | |||||||||||
| 10.5 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
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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: | April 23, 2025 | By: | /s/ Kelly Lefferts | ||||||||
| Kelly Lefferts | |||||||||||
Executive Vice President, Chief Legal Officer and Secretary | |||||||||||