Document

DEF 14A 1 blmn-122621proxystatement.htm BLMN DEFINITIVE PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x Filed by a party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a–12

BLOOMIN’ BRANDS, INC.

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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o Fee computed on table below per Exchange Act Rules 14a–6(i)(1) and 0–11

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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0–11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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TABLE OF CONTENTS
		Page No.

	PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS	1
	PURPOSE OF MEETING	1
	VOTING	1
	Voting Rights	1
	Recommendations of the Board of Directors	2
	Voting via the Internet, by Telephone or by Mail	3
	Electronic Delivery	3
	Changing or Revoking Your Proxy	4
	Attending the Annual Meeting	4
	PROPOSAL NO. 1 - ELECTION OF DIRECTORS	6
	Nominees for Election at this Annual Meeting	6
	Recommendation of the Board of Directors	7
	Directors Continuing in Office	7
	Board Overview	10
	Board Committees and Meetings	11
	Independent Directors	14
	Arrangements or Understandings Regarding Service as a Director	14
	Nominees for the Board of Directors	14
	Board Leadership Structure	15
	Board’s Role in Risk Oversight	16
	Code of Conduct	16
	Stockholder Communications with the Board of Directors	16
	Director Compensation	16
	PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM	19
	General	19
	Principal Accountant Fees and Services	20
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor	20
	Recommendation of the Board of Directors	20
	PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	21
	General	21
	Recommendation of the Board of Directors	21
	PROPOSAL NO. 4 - APPROVAL OF AMENDMENTS TO THE COMPANY’S CHARTER TO REMOVE SUPERMAJORITY VOTING REQUIREMENTS	22
	General	22
	Background	22
	Effects of the Amendment and Procedural Matters	22
	Recommendation of the Board of Directors	23
	PROPOSAL NO. 5 - APPROVAL OF AMENDMENTS TO THE COMPANY’S CHARTER TO PROVIDE STOCKHOLDERS HOLDING 25% OR MORE OF OUR COMMON STOCK THE RIGHT TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS	24
	General	24
	Background	24
	Overview and Effects of the Amendments	24
	The Stockholder Proposal Regarding Special Meeting Rights	26
	Procedural Matters	26
	Recommendation of the Board of Directors	27


			PROPOSAL NO. 6 - STOCKHOLDER PROPOSAL REGARDING STOCKHOLDERS’ RIGHT TO REQUEST A SPECIAL MEETING			28
			Proposal 6 - Shareholder Right to Call a Special Shareholder Meeting			28
			Statement of the Board of Directors in Opposition to the Stockholder Proposal			29
			Recommendation of the Board of Directors			31
			OWNERSHIP OF SECURITIES			32
			EXECUTIVE COMPENSATION AND RELATED INFORMATION			34
			Compensation Discussion and Analysis			34
			Compensation Committee Report			49
			Delinquent Section 16(a) Reports			50
			Compensation Committee Interlocks and Insider Participation			50
			Compensation-Related Risk			50
			Summary Compensation Table			51
			Grants of Plan-Based Awards for 2021			53
			Outstanding Equity Awards at 2021 Year-End			54
			Option Exercises and Stock Vested for Fiscal 2021			55
			Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans			56
			Potential Payments Upon Termination or Change in Control			56
			CEO Pay Ratio			61
			CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			62
			Review, Approval or Ratification of Transactions with Related Persons			62
			Related Party Transactions			62
			AUDIT COMMITTEE REPORT			62
			STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS			63
			PROXY SOLICITATION AND COSTS			63
			STOCKHOLDERS SHARING THE SAME ADDRESS			63
			FORM 10-K			64
			OTHER MATTERS			65
			APPENDIX A - CHARTER AMENDMENTS (ELIMINATING SUPERMAJORITY VOTING)			66
			APPENDIX B - CHARTER AMENDMENTS (SPECIAL MEETING RIGHTS)			72
			APPENDIX C - BYLAWS AMENDMENTS (SPECIAL MEETING RIGHTS)			73


BOARD DIVERSITY MATRIX (AS OF JANUARY 4, 2022)(1)
BOARD SIZE:
Total number of directors	10(1)

GENDER IDENTITY:	FEMALE	MALE	NON- BINARY	DID NOT DISCLOSE GENDER
Number of directors based on gender identity	3	7	—	—
Number of directors who identity in any of the categories below:
African American or Black	—	1	—	—
Alaskan Native and Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	5	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—


	FEES EARNED OR PAID IN CASH	STOCK AWARDS (1)	OTHER COMPENSATION	TOTAL
NAME	($)	($)	($)	($)
Wendy A. Beck	97,500	150,017	—	247,517
James R. Craigie	155,000	210,012	—	365,012
David R. Fitzjohn	110,000	150,017	—	260,017
John P. Gainor, Jr.	95,000	150,017	—	245,017
Lawrence V. Jackson	100,000	150,017	—	250,017
Tara Walpert Levy	115,000	150,017	—	265,017
John J. Mahoney	120,000	150,017	—	270,017
R. Michael Mohan	97,500	150,017	—	247,517

SEC Form DEF 14A filed by Bloomin' Brands Inc.