Brinker International Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EAT
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): November 6, 2024
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |||||
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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).
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 6, 2024, the Board of Directors (the “Board”) of Brinker International, Inc. (the “Company”) approved awards of performance shares under a newly adopted Fiscal 2025 Executive Performance Share Retention Plan (the “Plan”) for (i) Kevin Hochman, Chief Executive Officer and President of the Company and President of Chili’s Grill & Bar, at a target value of $20,000,000, (ii) Aaron White, Executive Vice President and Chief People Officer, at a target value of $3,000,000, and (iii) George Felix, Senior Vice President and Chief Marketing Officer, at a target value of $2,000,000. The awards are designed to reward these executives for their performance and to incentivize them to continue leading the Company and increasing shareholder value.
Under the Plan, from 0% to 200% of the target number of performance shares granted may be earned based on the Company’s total shareholder return (“TSR”) over a five-year period from September 26, 2024 through September 25, 2029, relative to the TSR of a peer group of companies consisting of the S&P 1500 Hotels, Restaurants and Leisure Index over this same period. In order to earn the target number of performance shares granted, the Company’s TSR must rank at the 60th percentile of the peer group. If the Company’s TSR is negative at the end of the measurement period, the number of performance shares earned cannot exceed 100% of the target performance shares granted. In addition, the maximum dollar value of performance shares that may be earned under the Plan is limited to five times the target number of performance shares multiplied by the Company’s stock price at the close of trading on the grant date.
As a general rule, an executive participant must remain employed with the Company through September 25, 2029, in order to earn any performance shares. The Plan also provides for the treatment of performance shares following terminations of employment without cause or in connection with a change of control, death or disability.
The foregoing is only a summary and it is qualified in its entirety by the specific terms of the Fiscal 2025 Executive Performance Share Retention Plan attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on November 6, 2024. Matters voted upon by shareholders at that meeting were:
Proposal 1
Each of the management’s nominees, was elected, a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.
| Number of Shares Voted | ||||||||||||||
| Name | For | Against | Withheld | Broker Non-Vote | ||||||||||
| Frances L. Allen | 37,402,151 | 15,063 | 66,880 | 3,098,068 | ||||||||||
| Cynthia L. Davis | 37,323,564 | 93,694 | 66,836 | 3,098,068 | ||||||||||
| Joseph M. DePinto | 35,958,348 | 1,459,427 | 66,319 | 3,098,068 | ||||||||||
| Harriet Edelman | 36,554,574 | 863,660 | 65,860 | 3,098,068 | ||||||||||
| William T. Giles | 37,149,057 | 268,298 | 66,739 | 3,098,068 | ||||||||||
| Kevin D. Hochman | 37,329,391 | 88,082 | 66,621 | 3,098,068 | ||||||||||
| Ramona T. Hood | 37,396,507 | 21,605 | 65,982 | 3,098,068 | ||||||||||
| James C. Katzman | 37,391,508 | 25,846 | 66,740 | 3,098,068 | ||||||||||
| Frank D. Liberio | 37,407,573 | 6,998 | 69,523 | 3,098,068 | ||||||||||
| Prashant N. Ranade | 37,387,551 | 29,496 | 67,047 | 3,098,068 | ||||||||||
Proposal 2
The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2025 was approved. The results were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 39,660,145 | 856,718 | 65,299 | 0 | ||||||||
Proposal 3
The proposal on executive compensation as approved. The results were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 35,797,816 | 1,588,181 | 98,097 | 3,098,068 | ||||||||
Proposal 4
The proposal on the Company’s new 2024 Stock Option & Incentive Plan was approved. The results were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 36,637,438 | 779,256 | 67,400 | 3,098,068 | ||||||||
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRINKER INTERNATIONAL, INC., a Delaware corporation | |||||||||||
| Dated: November 6, 2024 | By: | /s/ KEVIN D. HOCHMAN | |||||||||
| Kevin D. Hochman, | |||||||||||
| Chief Executive Officer and President | |||||||||||
| and President of Chili’s Grill & Bar | |||||||||||
| (Principal Executive Officer) | |||||||||||