SEC Form DEF 14A filed by Brinker International Inc.

3000 Olympus Blvd.

Dallas, Texas 75019

(972) 980-9917

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Virtual Meeting Only—No Physical Meeting Location

To Be Held November 6, 2024 at 9:00 a.m. (CST)

September 27, 2024

Dear Shareholder:

We invite you to attend the annual meeting of shareholders (“Annual Meeting”) of Brinker International, Inc. (sometimes referred to here as “Brinker,” “we,” “us,” “our,” or the “Company”) to be held at 9:00 a.m. (CST) on Wednesday, November 6, 2024, via a live audio-only webcast at www.proxydocs.com/EAT. Only shareholders who held shares as of the record date, September 9, 2024, may attend and participate in the Annual Meeting, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2024 Annual Meeting in person. See “Proxy Summary” and “FAQs About the Meeting and Voting” included in the accompanying proxy statement (the “Proxy Statement”) for additional information about the Annual Meeting and attendance process, including if you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee.

At the Annual Meeting, shareholders will be asked to: (1) elect ten (10) directors named in the Proxy Statement for one-year terms until the next annual meeting of shareholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal; (2) vote on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal 2025 year; (3) cast an advisory vote to approve executive compensation; (4) vote to approve the Company’s 2024 Stock Option and Incentive Plan; and (5) conduct any other business properly brought before the meeting.

Your vote is important. Whether or not you plan to participate in the Annual Meeting virtually, please take time to review the Proxy Materials and vote. If you decide not to attend the Annual Meeting virtually, you may vote on these proposals by proxy prior to the Annual Meeting. To do so, please cast your vote online as instructed in the Notice of Internet Availability of Proxy Materials you received or by telephone after your review of the proxy materials at www.proxydocs.com/EAT or, upon your request, after receipt of hard copies of proxy materials. We ask that you cast your vote as promptly as possible. You may also request a paper copy of the proxy card to submit your vote if you prefer. We encourage you to vote online prior to the Annual Meeting. It is convenient and saves postage and processing costs. If you vote online, by mail, or by telephone prior to the Annual Meeting and later decide to attend the virtual Annual Meeting, you may participate in the Annual Meeting and vote.

This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement, and the Annual Report are first being made available to shareholders on or about September 27, 2024.

We look forward to this year’s meeting.

Very truly yours,

Kevin D. Hochman

Chief Executive Officer and President

of Brinker International, Inc. and

President of Chili’s Grill & Bar

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 6, 2024

Brinker’s Proxy Statement and 2024 Annual Report for the year ended June 26, 2024

are available at www.proxydocs.com/EAT

BRINKER INTERNATIONAL, INC.

INDEX

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Fiscal 2024 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

PROXY SUMMARY

This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all the information you should consider before voting. Please read the entire Proxy Statement before casting your vote. You may view the Proxy Statement and Fiscal 2024 Annual Report at www.proxydocs.com/EAT.

ANNUAL MEETING INFORMATION

SHAREHOLDER ACTIONS

VOTING YOUR SHARES PRIOR TO THE ANNUAL MEETING

Your vote is important. Whether you plan to attend and participate in the virtual Annual Meeting or not, we encourage you to follow the instructions on the Notice of Internet Availability of Proxy Materials to vote prior to the Annual Meeting. You may vote:

If you submit your proxy by telephone or online, you do not need to return your proxy card by mail.

INFORMATION ABOUT THE BOARD OF DIRECTORS

Committees of the Board of Directors

The Board of Directors has the following standing committees and current committee composition:

C — Committee Chair

M — Member

Board of Directors Overview

Our Board is comprised of directors who have a variety of skills, experience and core competencies that we consider important for our director nominees. All directors have skills or experience related to senior leadership and strategy development. The table below shows areas relevant to our business where our directors have additional skills, education, experience, or prior leadership oversight:

Our Board also includes one military veteran, and is diverse in gender, race/ethnicity, age, and tenure, as reflected in the following illustrations:

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors recommends that you vote FOR the election of all the nominees named below. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unavailable to serve. However, if any nominee becomes unable or unwilling to serve as a nominee at the time of the Annual Meeting, the individuals named as proxies may vote for a substitute nominee selected by the Board of Directors. Alternatively, the Board of Directors may reduce the size of the Board of Directors, or leave a vacancy that the Board of Directors may fill at a later date. All nominees are currently serving as directors of the Company and all were last elected by the shareholders at the 2023 annual meeting of shareholders except for Frank Liberio who was appointed to the Board of Directors on July 1, 2024. Mr. Liberio was recommended to the Board by the Governance & Nominating Committee after a search conducted by a third-party firm and an interview process.

Information About Nominees

We are furnishing below certain biographical information about each of the ten nominees for director, including public company directorships held during the last five years. Also included is a description of the experience, qualifications, attributes and skills of each nominee that led to the Board’s and Governance & Nominating Committee’s conclusion that he or she should serve as a director, considering the Company’s current business and structure:

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors appointed KPMG LLP as our independent registered public accounting firm for fiscal 2025. Although we are not required to submit this matter to you, the Board of Directors believes that it is good corporate governance to do so. This proposal asks you to ratify this selection. If the appointment of KPMG LLP is not ratified, the Audit Committee will reconsider the appointment. Representatives of KPMG are expected to participate in the Annual Meeting, will have an opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders. KPMG has served as the Company’s independent registered public accounting firm since 1984.

Audit Fees

The following table sets forth the aggregate fees billed, or estimated to be billed, to us for the fiscal years ended June 26, 2024 and June 28, 2023, by our independent registered public accounting firm, KPMG LLP:

For fiscal 2023, annual audit fees related to professional services rendered for the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and the audit of internal control over financial reporting.

The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Audit Committee has the responsibility to do the following:

All the fees for fiscal 2024 and 2023 were pre-approved by the Audit Committee or were within pre-approved guidelines for permitted non-audit services and fees established by the Audit Committee. For fiscal year 2024, the Audit Committee set a pre-approved maximum total fee expenditure for unscheduled, on-going audit and tax services with KPMG LLP of $100,000. In addition, if the fee for a particular item exceeded $40,000, Audit Committee pre-approval was required.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2025.

PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking you to cast an advisory, non-binding vote to approve the compensation awarded or paid to our named executive officers as described in the Executive Compensation section of this Proxy Statement.

As described in detail in the Compensation Discussion and Analysis section, the Talent & Compensation Committee oversees our compensation program and the compensation awarded to our executive officers; adopts changes to the program; and awards compensation as appropriate to reflect the Company’s circumstances and to promote the main objectives of the program. These objectives include:

We are asking you to indicate your support for our named executive officer compensation as described in this Proxy Statement. We believe that the information we have provided in this Proxy Statement demonstrates that our compensation program is designed appropriately and works to ensure that the interests of our executive officers, including our named executive officers, are aligned with your interest in long-term value creation.

Accordingly, we ask you to approve the following resolution at the Annual Meeting:

RESOLVED, that the shareholders of the Company approve the compensation awarded to the Company’s named executive officers as disclosed, pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, in the Compensation Discussion and Analysis section, the accompanying compensation tables, and related narrative in this Proxy Statement for the Company’s 2024 Annual Meeting.

This advisory resolution is non-binding on the Board of Directors. Although non-binding, the Board of Directors and the Talent & Compensation Committee will review the voting results and consider your concerns in their continued evaluation of the Company’s compensation program. Because this vote is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer; it will not be binding on or overrule any decisions made by the Board of Directors or Talent & Compensation Committee; and it will not restrict or limit the ability of the shareholders to make proposals for inclusion in proxy materials related to executive compensation. The Board of Directors has adopted a policy of providing for annual advisory votes to approve executive compensation. Unless the Board of Directors modifies its policy, the next such advisory vote following the Company’s 2024 Annual Meeting will occur at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”).

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

PROPOSAL 4

APPROVAL OF 2024 STOCK OPTION AND INCENTIVE PLAN

At the Company’s 2024 Annual Meeting, you are being asked to approve the Brinker International, Inc. 2024 Stock Option and Incentive Plan (the “2024 Plan”) for employees. Our Board approved the 2024 Plan on September 20, 2024, subject to stockholder approval. If approved, the 2024 Plan will replace our current stockholder-approved Stock Option and Incentive Plan (as amended, the “Current Plan”), and no further awards will be granted under the Current Plan. For clarification, the Company maintains a separate plan for non-employee directors and consultants, the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (the “1999 Plan”), and that plan will continue in effect. If stockholder approval is not obtained, the 2024 Plan will not be effective, and the Current Plan will continue in effect in accordance with its terms.

Purpose of the 2024 Plan

The purpose of the 2024 Plan is to strengthen our ability to attract and retain key team members, motivate participants to achieve our long-range goals, provide incentive compensation opportunities that are competitive with those of other similar companies, and further align participants’ interests with those of our other shareholders through compensation that is based on Common Stock, thereby providing an incentive to team members who will be responsible for the Company’s future growth and continued success to promote our long-term financial interest, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.

Reasons for the Proposal

The Board of Directors unanimously recommends that the Company’s shareholders approve the 2024 Plan. The primary goals of the 2024 Plan are to provide us with a sufficient reserve of Common Stock to offer appropriate equity-based incentives to eligible employees. Our ability to grant an appropriate number of equity-based awards continues to be crucial in allowing us to effectively compete for key employee talent. It is in the best interest of the Company and our shareholders to strengthen the Company’s ability to attract, motivate and retain eligible persons through equity-based compensation, which incentivizes those persons to improve the Company’s operations and increase profits, thereby strengthening the mutuality of interest between those persons and our shareholders. Therefore, our equity-based compensation program is a key component of our strategy to attract and retain key individuals, and the share requirements of our equity-based compensation program have grown with us. Each year, the Talent & Compensation Committee (as used in this Proposal 4, the “Committee”) and our management team review our overall compensation strategy and determine allocations of cash and equity-based compensation in light of our pay-for-performance philosophy. We continue to believe that equity-based compensation is critical in motivating key employees and that it effectively aligns employee compensation with shareholder interests.

If the 2024 Plan is not approved, the number of shares of Common Stock currently available for issuance under the Current Plan may not be sufficient to cover projected awards for an additional year and, as a result, we may not be able to provide the equity-based awards with compensation packages that are necessary to attract, retain and/or motivate key employees. If we are unable to grant equity-based compensation in the future, we may need to consider other compensation alternatives, such as increasing cash compensation.

When approving the 2024 Plan, the Board considered, among other things, the following:

Key Data

The Committee is committed to effectively managing the number of shares of Common Stock reserved for issuance under the 2024 Plan while minimizing shareholder dilution. Dilution is commonly measured by “overhang,” which generally refers to the total number of awards outstanding but not exercised or settled plus the total number of shares available for grant, divided by the sum of the total number of shares of Common Stock outstanding. If the 2024 Plan were to become effective on such date, overhang as of September 9, 2024 would increase from 4.70% to 12.55%. The Committee has considered this potential dilution level in the context of competitive data from its peer group and believes that the resulting dilution levels would be within normal competitive ranges.

When approving the 2024 Plan, the Board considered the burn rate with respect to the equity-based awards granted by the Company. The burn rate is equal to the total number of shares subject to time-based equity awards we granted, and the performance-based equity awards earned, in a fiscal year divided by the weighted average of Common Stock outstanding at the end of the fiscal year. We endeavor to achieve a burn rate that approximates the average rate for our peer group companies and to achieve burn rates within the limits published by independent shareholder advisory groups, such as ISS. Our three-year average burn rate as of the last day of fiscal year 2024 was approximately 1.25%. The Committee believes that this burn rate has been within the range of its peer companies, is reasonable from a competitive standpoint, and falls within the guidelines published by ISS. We have calculated our burn rate under the Current Plan for the past three years, as set forth in the following table:

When considering the number of shares of Common Stock to authorize for issuance under the 2024 Plan, the Committee also reviewed, among other things, projected future share usage and projected future forfeitures. The projected future usage of shares for long-term incentive awards under the 2024 Plan was reviewed under scenarios based on a variety of assumptions. Depending on assumptions, the 3,515,000 new shares to be authorized for issuance under the 2024 Plan, in combination with shares added to the 2024 Plan from anticipated forfeitures of awards previously granted under the Current Plan, is expected to satisfy, assuming no significant acquisitions of other companies, our equity-based compensation needs for 6 years of similar levels of awards.

The following table sets forth certain information about the 2024 Plan, the Current Plan, and the 1999 Plan:

The closing price of a share of Brinker common stock on September 16, 2024, was $72.26.

Corporate Governance Best Practices

We have incorporated a number of provisions in the 2024 Plan that reflect corporate governance best practices, including the following:

Summary of the 2024 Plan

We have provided below a summary of the material terms of the 2024 Plan, but please note that the summary is qualified in its entirety by reference to the complete text of the 2024 Plan, which is set forth in Appendix A hereto.

Administration

The 2024 Plan will be administered by the Committee, except that the Committee may, subject to applicable law, delegate authority to one or more of its members or any person or persons selected by it.

The Committee will have the authority to, among other things:

Any interpretation of the 2024 Plan by the Committee and any decision made by it under the 2024 Plan is final and binding.

Shares Subject to the 2024 Plan

Subject to adjustment for certain changes in the Company’s capitalization, the maximum number of shares of Common Stock that may be issued under the 2024 Plan will be the sum of (i) 3,515,000 shares and (ii) shares of Common Stock that are subject to awards granted under the Current Plan which are forfeited, expire or are canceled without delivery of shares of Common Stock or which otherwise result in the forfeiture of shares of Common Stock back to the Company. The maximum number of shares of Common Stock that may be issued pursuant to the exercise of ISOs (as defined below) granted under the 2024 Plan will be 3,515,000 shares.

Any shares granted under the 2024 Plan that are forfeited because of the failure to meet an award contingency or condition will again be available for issuance pursuant to new awards granted under the 2024 Plan. To the extent any shares covered by an award are not delivered to a participant or beneficiary because the award is forfeited or canceled, or the shares are not delivered because the award is settled in cash, such shares will not be deemed to have been issued for purposes of determining the maximum number of shares available under the 2024 Plan. However, the following shares of Common Stock will not be available for issuance under the 2024 Plan: (i) shares tendered by participants as full or partial payment to the Company upon exercise of stock options granted under the 2024 Plan or the Current Plan; (ii) shares reserved for issuance for each SAR granted under the 2024 Plan (or stock appreciation right granted under the Current Plan), to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of each such SAR (or stock appreciation right granted under the Current Plan); (iii) shares withheld by, or otherwise remitted to, the Company to satisfy a participant’s tax withholding obligations upon the lapse of restrictions on a stock award or the exercise of any options or SARs granted under the 2024 Plan (or upon the lapse of restrictions on a stock award or the exercise of any options or stock appreciation rights granted under the Current Plan) or upon any other payment or issuance of shares under the 2024 Plan (or the Current Plan); and (iv) shares repurchased on the open market with the proceeds of the exercise of an option granted under the 2024 Plan or the Current Plan.

Shares delivered under the 2024 Plan in settlement, assumption or substitution of outstanding awards (or obligations to grant future awards) under the plans or arrangements of another entity will not reduce the maximum number of shares available for issuance under the 2024 Plan, to the extent that such settlement, assumption or substitution is as a result of the Company or an affiliate acquiring such other entity (or an interest in such entity). Additionally, in the event that a company acquired by the Company or an affiliate, or with which the Company or an affiliate combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such

acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted to reflect such acquisition or combination) may be used for awards under the 2024 Plan and shall not reduce the shares of Common Stock authorized for issuance under the 2024 Plan; provided that, awards using such available shares (i) will not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (ii) will only be made to individuals who were not employees or service providers of the Company or any affiliate at the time of such acquisition or combination, and (iii) will comply with the requirements of any securities exchange or similar entity on which the Common Stock is traded, listed or quoted.

Either authorized but unissued shares or treasury shares of Common Stock may be issued in connection with grants and awards under the 2024 Plan.

Awards

The 2024 Plan allows the grant of stock options, stock appreciation rights (“SARs”), and other stock awards, including, but not limited to, restricted shares, performance shares and RSUs, to eligible participants.

Eligibility

Awards may be granted under the 2024 Plan to any employees of the Company or certain “parent companies” or “subsidiary corporations” of the Company. As of September 16, 2024, there were approximately 650 employees eligible to participate in the 2024 Plan.

Stock Options

The 2024 Plan permits the grant of stock options, which entitle the participant to receive, upon exercise, shares of Common Stock upon payment of the exercise price established by the Committee. Options may be subject to conditions, restrictions and contingencies established by the Committee, which may include continuous service requirements and/or the achievement of performance measures.

The exercise price of an option will be payable in cash, by withholding shares of Common Stock otherwise deliverable upon exercise, or by tendering shares of Common Stock, or in any combination thereof, as determined by the Committee. Options will be exercisable in accordance with methods, terms and conditions established by the Committee. Additionally, the Committee may permit a Participant to elect to pay the exercise price by authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price.

The 2024 Plan provides that no option may be granted with a time period for exercise greater than 10 years from the date of grant. Options granted under the 2024 Plan may not accrue or receive dividends or dividend equivalents until the participant has become the holder of record of the shares of Common Stock subject to the options.

Both options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) (“ISOs”) and non-qualified stock options that are not intended to qualify as ISOs may be granted under the 2024 Plan. The 2024 Plan requires that the exercise price of an option will not be less than 100% of the fair market value of the Common Stock on the date of the grant of the option. No ISO may be granted under the 2024 Plan to anyone who owns more than 10% of the outstanding Common Stock unless the exercise price is at least 110% of the fair market value of the Common Stock on the date of grant and the option is not exercisable more than five years after it is granted. No participant may be granted ISOs that first become exercisable during a calendar year for the purchase of stock with an aggregate fair market value (determined as of the date of grant of each option) in excess of $100,000.

Stock Appreciation Rights

The 2024 Plan permits the grant of stock appreciation rights (“SARs”) which entitle the recipient to receive, in cash or Common Stock, value equal to all or a portion of the excess of the fair market value of a specified number of shares of Common Stock at the time of exercise over an exercise price established by the Committee. SARs may be subject to conditions, restrictions and contingencies established by the Committee, which may include continuous service requirements and/or the achievement of performance measures.

The 2024 Plan provides that no SAR shall be granted with a time period for exercise greater than 10 years from the date of grant. SARs granted under the 2024 Plan may not accrue or receive dividends or dividend equivalents until the participant has become the holder of record of the shares of Common Stock subject to the SARs.

Stock Awards

The 2024 Plan permits the grant of stock awards, which are grants of shares of Common Stock or of a right to receive shares of Common Stock (or their cash equivalent or a combination of both) in the future and include restricted stock, RSUs and performance shares. Stock awards may be subject to any conditions, restrictions and contingencies established by the Committee, which may include continuous service requirements and/or the achievement of performance measures.

A Stock Award may provide the Participant with the right to accrue dividends or dividend equivalent payments with respect to Common Stock that underlies the award, which will be credited to an account for the participant, and may be settled in cash or Common Stock as determined by the Committee. Any such settlements will be subject to the same conditions, restrictions and contingencies as the award in respect of which the dividends or dividend equivalents accrue and shall only be settled as and when the related award is settled, and any such crediting

of dividends or dividend equivalents or reinvestment in shares of Common Stock, may be subject to such other conditions, restrictions and contingencies as the Committee may establish, including the reinvestment of such credited amounts in Common Stock equivalents.

Minimum Vesting Requirement.

Awards granted under the 2024 Plan will be subject to a minimum vesting period of one year from the date of grant. Notwithstanding the foregoing, (i) such minimum vesting provision will not apply to the accelerated vesting of an award in the event of a participant’s death, disability, involuntary termination, retirement or the occurrence of a change in control of the Company, and (ii) the Committee may grant awards covering 5% or fewer of the total number of shares of Common Stock authorized for issuance under the 2024 Plan without regard to the above-described minimum vesting requirements.

Effectiveness and Term; Amendments and Termination

The 2024 Plan will become effective upon approval by the Company’s shareholders at the Annual Meeting, will be unlimited in duration and, in the event of termination of the 2024 Plan, shall remain in effect as long as any awards under it are outstanding. However, no ISOs may be granted under the 2024 Plan following September 20, 2034.

The 2024 Plan may be amended, altered or terminated by the Committee at any time, except that the Committee does not have the power or authority to materially and adversely affect the rights of any participant or beneficiary of any awards previously granted under the 2024 Plan without such participant’s or beneficiary’s written consent. In addition, no amendment to the 2024 Plan may be made without approval of the Company’s shareholders that would:

Acceleration of Exercisability and Vesting

Full or partial acceleration of vesting may occur in the event of death, disability or involuntary termination. The Committee may accelerate vesting, in whole or in part, under such circumstances as the Committee deems appropriate. Unless the particular award agreement provides otherwise, the awards will not become immediately exercisable and vested in full upon the occurrence of a Change in Control (as defined in the 2024 Plan, unless otherwise provided and in the applicable award agreements) unless the awards are not assumed or replaced with comparable awards by the acquiring entity or cease to remain outstanding immediately following the Change in Control.

Change in Capitalization

In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Committee may make appropriate adjustments to preserve the benefits or potential benefits of awards under the Plan. Action by the Committee may include adjustment of: (i) the number and kind of shares which may be delivered under the 2024 Plan; (ii) the number and kind of shares subject to outstanding awards; and (iii) the exercise price of outstanding options and SARs as well as any other adjustments that the Committee determines to be equitable.

Transferability Restrictions

Except as otherwise permitted by the Committee, participants generally may not sell, transfer, pledge, assign or otherwise alienate or hypothecate awards granted under the 2024 Plan other than by will or the laws of descent and distribution, and each option and SAR is generally exercisable only by a participant during his or her lifetime, and thereafter by the legal representative of the participant’s estate or the individual to whom such award was transferred by the participant’s will or the laws of descent and distribution.

Recoupment

Awards granted under the 2024 Plan are subject to recoupment pursuant to the Company’s Compensation Recoupment (Clawback) Policy and any other applicable clawback or recoupment policy that the Company adopt, and participants are required to promptly make any reimbursement requested by the Board or Committee pursuant to such policy with respect to any award.

U.S. Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax treatment applicable to us and the participants who receive awards under the 2024 Plan based on the federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Code), or other tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants consult their own tax advisor concerning the tax implications of awards granted under the 2024 Plan.

Tax Status of Stock Options

In general, no taxable income will be recognized by the recipient, and no deduction will be allowed to us, upon the grant of an option.

Incentive Stock Options. All stock options that qualify under the rules of Section 422 of the Code will be entitled to favorable tax treatment described below, provided that the recipient does not dispose of the acquired stock (i) within two years after the option is granted, or (ii) within one year after exercise (a “disqualifying disposition”). In addition, the individual must have been an employee of the Company for the entire time from the date of grant of the ISO until three months (one year if the team member is disabled) before the date of the exercise. The requirement that the individual be an employee and the two-year and one-year holding periods are waived in the case of death of the recipient. If all such requirements are met, no tax will be imposed upon exercise of the option, and any gain upon sale of the stock will be entitled to capital gain treatment. The participant’s gain on exercise (the excess of fair market value of the Common Stock at the time of exercise over the exercise price) of an ISO is a tax preference item and, accordingly, is included in the computation of alternative minimum taxable income.

If a participant does not meet the two-year and one-year holding requirements, the disposition will be a disqualifying disposition and the participant will recognize ordinary income at the time of exercise and the company will receive a corresponding deduction at the time of sale equal to the lesser of (i) the excess of the fair market value of the Common Stock on the date of exercise over the option exercise price and (ii) the excess of the amount received upon such disposition of the Common Stock over the option exercise price. Any remaining gain or loss on sale will be short-term or a long-term capital gain or loss, depending on the holding period of the stock.

A participant’s option award agreement may permit payment for stock upon the exercise of an ISO to be made with other shares of Common Stock. In such a case, in general, if the participant uses stock acquired pursuant to the exercise of an ISO to acquire other stock in connection with the exercise of an ISO, it may result in ordinary income if the stock so used has not met the minimum statutory holding period necessary for favorable tax treatment as an ISO.

Non-Qualified Stock Options. Upon exercise of a non-qualified stock option, a participant will recognize ordinary income (and we will be entitled to a corresponding tax deduction) in an amount equal to the excess of the fair market value of the shares on the exercise date over the exercise price. Any additional gain or loss after exercise realized by a participant on subsequent disposition of such shares generally is a capital gain or loss and does not result in a tax deduction to us.

Tax Status of SARs

No taxable income will be recognized by the recipient, and no deduction will be allowed to us, upon the grant of SARs. Upon exercise of the SAR, a participant will recognize ordinary income (and we will be entitled to a corresponding tax deduction) in an amount equal to the excess of the fair market value of the shares on the exercise date over the exercise price.

Tax Status of Stock Awards

If awards are made in the form of restricted shares or RSUs, no income generally will be recognized by the participant upon grant of such award. When restricted shares vest and when RSUs settle, the participant will recognize ordinary income equal to the then fair market value of the shares or RSUs. With regard to awards of restricted stock, a participant may elect to make a “Section 83(b) election” under the Code, in which case the participant will recognize income on the fair market value of the restricted stock at the time the shares are granted. A Section 83(b) election must be made within 30 days after the restricted stock is granted. If a participant makes a Section 83(b) election with respect to shares that are subsequently forfeited, he or she will not be entitled to deduct any amount previously included in taxable income by reason of such election. If a Section 83(b) election has not been made, any dividends accrued with respect to shares of Common Stock subject to restrictions will be treated as additional compensation income and not as dividend income. We generally will be entitled to a federal income tax deduction at the time the team member recognizes income on the restricted stock or RSUs.

Withholding Taxes

Whenever the Company distributes Common Stock in settlement of awards granted under the 2024 Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any federal, state and local tax withholding requirements prior to such distribution or payment, and, in the discretion of the Committee, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements. Whenever an award under the 2024 Plan is settled through payments to be made in cash, such payments may be net of an amount sufficient to satisfy any federal, state and local tax withholding requirements.

Section 409A

Certain types of awards under the 2024 Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code (“Section 409A”). Unless certain requirements set forth in Section 409A are complied with, holders of such awards could be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and be subject to an additional 20% penalty tax (and, potentially, certain interest penalties). The 2024 Plan and any awards granted under it are intended to be exempt from the requirements of Section 409A or to be structured to not cause a team member to be subject to taxes and interest under Section 409A. However, the Company will have no liability to a participant, or any other party, if an award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant.

Code Section 162(m)

Section 162(m) of the Code limits a publicly traded company’s federal income tax deduction for compensation in excess of $1 million paid to its “covered employees.” For the purposes of Section 162(m), covered employees includes any individual who served as Chief Executive Officer, Chief Financial Officer or one of the next three highest-paid executive officers after 2017. We expect that we will be unable to deduct all compensation in excess of $1 million paid to our covered employees, including awards granted under the 2024 Plan.

Code Section 280G

In connection with a change in control of the Company, and depending upon the terms and conditions of awards granted under the 2024 Plan and upon the individual circumstances of the participants, certain amounts with respect to awards granted under the 2024 Plan may constitute “excess parachute payments” under the “golden parachute” provisions of Section 280G of the Code. Under these provisions, a participant will be subject to a 20% excise tax on any “excess parachute payment” and the Company will be denied any deduction with respect to such payment.

New Plan Benefits

The benefits or amounts that will be awarded or paid in the future under the 2024 Plan are not currently determinable, as such awards are within the discretion of the Committee, and the Committee has not determined future awards or who might receive them.

Equity Compensation Plan Information

The following table summarizes, as of June 26, 2024, the options, performance shares, and RSUs outstanding and shares available for issuance to our officers and team members under the Current Plan and to our directors under the 1999 Plan, without giving any effect to the proposed 2024 Plan:

Recommendation

The Board of Directors believes that approval of the 2024 Plan is in the best interest of the Company and that the plan will strengthen our ability to attract and retain key employees and furnish additional incentives to such persons by encouraging them to become owners of the Common Stock of the Company.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 2024 STOCK OPTION AND INCENTIVE PLAN.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND

GOVERNANCE OF THE COMPANY

The business and affairs of the Company are managed under the direction of the Board of Directors. Generally, it is management’s responsibility to formalize, propose and implement strategic choices and the Board’s role to approve strategic direction and evaluate strategic results, including both the performance of the Company and the performance of the Chief Executive Officer.

Qualifications to Serve as Director

Each candidate for director must possess at least the following specific minimum qualifications:

1.  Each candidate shall be prepared to represent the best interests of all the Company’s shareholders and not just one particular constituency.

2.  Each candidate shall have demonstrated integrity and ethics in both personal and professional settings and have established a record of professional accomplishment in their chosen field.

3.  No candidate shall have any material personal, financial or professional interest in any present or potential competitor of the Company.

4.  Each candidate shall be prepared to participate fully in activities of the Board of Directors, including active membership on at least one committee of the Board of Directors (unless prohibited or discouraged under applicable regulations and listing standards and except in the case of the chairman), attendance at, and active participation in, meetings of the Board of Directors and the committee(s) of the Board of Directors of which he or she is a member, and no other personal or professional commitments that would, in the Governance & Nominating Committee’s sole judgment, interfere with or limit their ability to do so.

In addition, the Governance & Nominating Committee also desires that candidates possess the following qualities or skills:

(a)  Each candidate shall contribute to the overall diversity of the Board of Directors—diversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, military service, and other differentiating characteristics.

(b)  Each candidate should contribute positively to the existing chemistry and collaborative culture among the members of the Board of Directors.

(c)  Each candidate should possess professional and personal experiences and expertise relevant to the Company’s business. Relevant experiences may include, among other things, large company CEO experience, senior level multi-unit restaurant or retail experience, and relevant senior level experience in one or more of the following areas: finance, accounting, sales and marketing, risk management, inclusion, sustainability, governance, organizational development, strategic planning, information technology, and public relations.

Each candidate, whether recommended by the Governance & Nominating Committee, or nominated by a shareholder or otherwise, will be subject to a background check.

Although not an automatic disqualifying factor, the inability of a candidate to meet the independence and other governing standards of the NYSE or the SEC will be a significant factor in any assessment of a candidate’s suitability.

Current Nominations

The Governance & Nominating Committee conducted an evaluation and assessment of all the current directors for purposes of determining whether to recommend them to shareholders for election to the Board of Directors at the annual meeting. After reviewing the assessment results, the Governance & Nominating Committee recommended to the Board that Messrs. DePinto, Giles, Hochman, Katzman, Liberio, and Ranade and Mms. Allen, Davis, Edelman and Hood be submitted to shareholders for election to the Board of Directors at the annual meeting. The Board accepted the recommendations and nominated such persons. The Governance & Nominating Committee did not receive any recommendations from shareholders of candidates for election to the Board at the Annual Meeting.

Director Independence

The Board reviews the independence of each non-employee director annually to confirm that the director continues to meet our independence standards, as well as the applicable requirements of the New York Stock Exchange (“NYSE”) and rules of the SEC. No member of the Board will be considered independent unless the Board determines that he or she has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has further determined that no material relationship exists between the Company and each non-employee director. The Board also will not determine any director to be independent if he or she has or has had any of the relationships set forth in the NYSE rules during the time periods specified in such rules.

The Board of Directors has affirmatively determined each of the following directors is an “independent” director as such term is defined in our Corporate Governance Guidelines and the requirements of the NYSE.

In this Proxy Statement we may refer to these directors individually as an “Independent Director” and collectively as the “Independent Directors.” The only member of the Board who is not independent is Kevin D. Hochman. Mr. Hochman, as Chief Executive Officer (“CEO”) and President of the Company, is the only employee member of the Board.

Board Structure

Each director serves for a one-year term and is subject to election by you each year. Prior to recommending a director for re-election, the Governance & Nominating Committee considers many things, including:

Board Committees

The charters for each of the committees, as well as our Corporate Governance Guidelines, are available at no charge to you in the Corporate Governance section of our website (http://investors.brinker.com/corporate-governance/highlights) or by written request directed to us at 3000 Olympus Blvd., Dallas, Texas 75019, Attention: Corporate Secretary.

The Board of Directors has affirmatively determined that each member of the Audit, Talent & Compensation, and Governance & Nominating committees meets the independence requirements of the NYSE and the SEC applicable to those committees.

Audit Committee

The role of the Audit Committee is described in the Report of the Audit Committee later in this Proxy Statement. The Board of Directors has determined that Messrs. Giles and Katzman are “audit committee financial experts” as such term is defined by the SEC. Further, the Board of Directors has determined that all members of the Audit Committee are “financially literate” as such term is defined by the NYSE.

Talent & Compensation Committee

A discussion of the specific nature of the Talent & Compensation Committee’s responsibilities and compensation philosophy as they relate to our executive officers is provided to you in the Compensation Discussion and Analysis and Report of the Talent & Compensation Committee later in this Proxy Statement.

Governance & Nominating Committee

The Governance & Nominating Committee performs the following functions:

On the basis of this year’s review, the Governance & Nominating Committee delivered a report to the full Board of Directors, and the Board made its “independence” and “audit committee financial expert” determinations.

Board Member Meeting Attendance

During the fiscal year ended June 26, 2024, the Board of Directors held 8 meetings. Each incumbent director then serving attended at least 75% of the aggregate total of meetings of the Board of Directors and Committees on which he or she served. All nine members of the Board of Directors serving as of the date of the Company’s 2023 annual meeting of shareholders attended the meeting. Mr. Liberio was appointed to the Board of Directors on July 1, 2024, and therefore did not attend any Board or committee meetings in fiscal 2024. As set forth in our Corporate Governance Guidelines (http://investors.brinker.com/corporate-governance/highlights), directors are expected to attend the annual meeting absent unusual circumstances.

Board Leadership Structure

The roles of Chairman of the Board of Directors and CEO for the Company are separated. Mr. DePinto, who is an Independent Director, serves as Chairman of the Board. The Board believes that the current board leadership structure promotes the ability of the Board of Directors to exercise its oversight role over management by having a director who is not an officer or member of management serving in the role of Chairman of the Board, thus providing a continued significant role for independent directors in the leadership of the Company. This structure allows Mr. Hochman, as CEO, to focus his time and energy on leading and managing the Company’s business and operations. An independent Chairman of the Board also simplifies the Company’s corporate governance structure by allowing the Chairman of the Board to convene executive sessions with independent directors. The Chairman presides over all executive sessions. Any decision to change the structure in the future will be based on what the Board believes is the most effective and efficient structure for the Company.

The Chairman of the Board’s duties include:

The Board’s Role in Risk Oversight

The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. Throughout the fiscal year, the Board regularly reviews information and interacts with senior management regarding the Company’s strategic, financial and operational risks. The Board has also delegated certain risk oversight functions to its committees.

The Talent & Compensation Committee oversees the management of risks relating to the Company’s compensation policies and practices and its talent, culture and inclusion initiatives. The Talent & Compensation Committee also:

The Audit Committee oversees the management of risks associated with accounting, auditing, financial reporting, and internal control over financial reporting, as well as the Company’s enterprise risk management process that monitors and manages key business risks facing the Company. As part of the enterprise risk management process, our internal audit team conducts annual interviews and assessments with leaders and subject matter experts across our organization, and then reports findings to the Audit Committee so that risks can be strategically monitored and managed. The Audit Committee also:

The Governance & Nominating Committee oversees risks associated with the independence of the Board of Directors and the Company’s governance structure. The Governance & Nominating Committee also:

The entire Board of Directors is regularly informed about each committee’s evaluation and oversight of the management of such risks through updates provided at full Board meetings, attendance at committee meetings, and committee reports.

Sustainability Strategy

At Brinker, we have a long tradition of being a responsible business. Our ability to sustainably deliver profits to shareholders is built on a foundation of investing in and caring for our team members, providing value to our Guests and acting responsibly toward our stakeholders in the way we impact the world.

Our framework for implementing our sustainability strategy includes initiatives under four key pillars: Passionate People, Great Food, Better World and Responsible Governance. This strategy guides our ESG efforts and initiatives with a goal of providing long-term shareholder value through sustainable business performance. In fiscal 2024, we continued to make progress on initiatives under our sustainability strategy.

On or about September 2024, we published our fourth annual sustainability report, “Making People Feel Special,” which provides additional details on our sustainability strategy and initiatives. We encourage you to review our sustainability report to learn in depth about our sustainability efforts and to find detailed sustainability metrics, including a number of metrics aligned with certain Sustainability Accounting Standards Board (“SASB”) disclosure topics. The report can be found at https://brinker.com/commitment.

Directors’ Compensation

The Governance & Nominating Committee annually reviews and periodically benchmarks the Board’s compensation to assure that non-employee directors are being fairly and reasonably compensated in relation to the restaurant industry and to comparable U.S. public companies. The public companies in the peer group used for benchmarking Board compensation are the same as the peer group used for our named executive officers (“NEOs”) (identified in more detail in the Competitive Market Data and Compensation Mix section of the Compensation Discussion and Analysis of this Proxy Statement).

As a result of this annual review, the Board approved a $10,000 increase to the annual retainer and a $30,000 increase to the value of the annual restricted stock units (“RSUs”) to be granted to the non-employee directors commencing with payments occurring in the first quarter of fiscal 2024. Following this increase, non-employee directors received the following compensation in addition to reimbursement for costs incurred in attending meetings of the Board for fiscal 2024:

Each director, other than the Chairman of the Board, has a choice between cash and RSUs for the annual retainer, thus allowing each director to receive compensation in a manner that best fits individual needs. The Chairman of the Board is required to take at least 50% of his annual retainer in RSUs. Providing a combination of equity and cash provides incentive for our directors to focus on long-term performance and shareholder value while still recognizing their energy and effort throughout the year.

Equity grants are typically made in February, May, August, and November following the Company’s quarterly earnings releases.

Board Committee Retainers

Board members receive the following supplementary annual retainers, paid in quarterly installments, to compensate them for fulfilling additional responsibilities on one or more committees:

Additionally, the committee chairs receive the following additional supplementary annual retainers, paid in quarterly installments, to compensate them for their additional chair responsibilities:

Directors are expected to attend Board meetings and their respective committee meetings. No additional compensation was paid for attendance at these meetings.

Restricted Stock Unit Distribution Timing

Each of the directors may elect one of five distribution timing options for their RSUs: (i) one year after date of grant, (ii) four years after date of grant, (iii) upon the director’s departure from the Board, (iv) one year following the director’s departure from the Board, or (v) two years following the director’s departure from the Board. Directors also have the ability to further defer settlement of RSUs that would otherwise be distributed for additional five-year period(s), provided they elect to defer receipt of those units at least 12 months before the previously scheduled distribution date. For fiscal 2024, directors received variable distribution dates for their RSUs ranging from one year after grant to two years after the director’s departure from the Board.

Stock Ownership Guidelines

We have stock ownership guidelines for our Board to align director interests with shareholders. Guidelines are reviewed annually by the Board, including a comparison of market prevalence and guideline designs. The guidelines require directors to maintain stock ownership in a value equal to five times their base annual retainer. The guidelines for our directors define stock ownership to include the value of any shares currently owned and the value of unvested restricted stock or RSUs. Directors have four years from the time they join the Board to accumulate the necessary shares. Currently, all directors are in compliance with the guidelines or are within the initial four-year time period to meet the guidelines.

Fiscal 2024 Director Compensation Table

Board Assessments

Our Board conducts an annual evaluation of itself and its committees to determine the Board’s effectiveness and to identify ways in which to enhance effectiveness. This evaluation includes its effectiveness in evaluating director nominees’ ability to contribute to the Board’s diversity with respect to race, gender, and areas of expertise. Additionally, the Board conducts periodic peer evaluations of each of its members. The Board utilizes the feedback and results from these evaluations to determine the need for board refreshment, and the Governance & Nominating Committee utilizes the evaluation process as part of its determination of nominees recommended for election by shareholders at our Annual Meeting.

Internal Process of Identifying Candidates

The Governance & Nominating Committee uses a variety of means for identifying potential nominees for director, including the use of outside search firms and recommendations from current members of the Board of Directors and shareholders. In determining whether to nominate a candidate, the Governance & Nominating Committee considers the current composition, capabilities and attributes of serving directors, as well as additional capabilities and attributes considered necessary or desirable in light of existing and future Company needs, including the candidates’ ability to contribute to the board’s diversity and areas of expertise. One or more of the members of the Governance & Nominating Committee interviews, and may have an outside search firm interview, a prospective candidate who is identified as having high potential to satisfy the expectations, requirements, qualities and responsibilities for membership on the Board of Directors. Prospective candidates may also be interviewed by other directors who are not members of the Governance & Nominating Committee. Reports from those interviews or from Governance & Nominating Committee members with personal knowledge and experience with the candidate, résumés, information provided by other contacts, background checks and other information deemed relevant by the Governance & Nominating Committee are then considered in determining whether a candidate shall be nominated. The Governance & Nominating Committee also exercises its independent business judgment and discretion in evaluating the suitability of a candidate for nomination.

Nominations by Shareholders

As a shareholder, you may recommend one or more candidates to be considered by the Governance & Nominating Committee as a nominee or nominees for election as director of the Company at an annual meeting of shareholders. To do so, you must comply with the same notice, information, and consent provisions contained in the Company’s Bylaws (current copies of the Company’s Bylaws are available at no charge from the Secretary of the Company and may be found in our public filings with the SEC) with respect to nominating a candidate. In order for the candidate recommendation to be timely for the Company’s 2025 Annual Meeting, your notice to the Secretary of the Company must be delivered or mailed to and received at our principal executive office no earlier than July 9, 2025 and no later than August 8, 2025. Any such recommendations received by the Secretary will be presented to the Governance & Nominating Committee for consideration. Suitable candidates (whether identified internally or by a shareholder), after evaluation based upon the criteria and process described in “Internal Process of Identifying Candidates” above, may then be recommended by the Governance & Nominating Committee and, if approved by the Board of Directors, will be included in our recommended slate of director nominees in our Proxy Statement.

Code of Conduct

Our Brinker International Code of Conduct—Making People Feel Special applies to all our team members, including the principal executive officer, principal financial officer, and the principal accounting officer. We also have a Code of Conduct for the Board of Directors. Both codes have been reviewed by the Governance & Nominating Committee and are periodically revised as appropriate. You may obtain a copy of either Code free of charge in the Corporate Governance section of our website (http://investors.brinker.com/corporate-governance/highlights) or by written request directed to us at 3000 Olympus Blvd., Dallas, Texas 75019, Attention: Chief Legal Officer.

Communications with the Board of Directors

If you or any other interested party wishes to communicate with the Board of Directors as a group or with an individual director, you or the interested party may direct such communications to the intended recipient in care of the Chief Legal Officer, 3000 Olympus Blvd., Dallas, Texas 75019. The communication must be clearly addressed to the specific group or director. Your Board of Directors has instructed the Chief Legal Officer to review and forward any such correspondence to the appropriate person or persons for response, and the Chief Legal Officer may dispose of advertisements and solicitations. The Chief Legal Officer will screen correspondence directed to multiple directors or the full Board in order to forward it to the most appropriate person. Communications that relate to our accounting, internal accounting controls or auditing matters are referred to our Audit Committee Chair.

INFORMATION ABOUT OUR

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the objectives and underlying principles of our executive compensation programs, how the programs are designed to align with shareholder interests and how compensation of our NEOs in fiscal 2024 aligned with performance.

Executive Summary

Fiscal 2024 marked the second full year of leadership under our new CEO, Kevin Hochman, and the second full year of implementing a new, comprehensive strategy to sustainably grow sales, profits and shareholder value. Our strategy is grounded in our belief that we can grow by delivering on the fundamentals of casual dining restaurants of operating differentiated brands with craveable menu items served with great hospitality in a fun and friendly environment. In fiscal 2024, we made significant improvements in these areas at Chili’s by making our team members’ jobs more productive, fulfilling and rewarding, innovating and improving the quality of our food, training and enabling our team members to provide better hospitality to guests and investing in our facilities for a better atmosphere. We also hired a new President of Maggiano’s, Dominique Bertolone, during fiscal 2024. He is focused on making similar strategic changes at Maggiano’s to set up the brand for long-term growth. Sales and profits exceeded our plans in fiscal 2024 as we executed against our strategic initiatives and investments, and shareholder value increased significantly as well. As a result of this performance in 2024, our annual bonus plan paid out above target. The Company’s compensation programs are structured and designed to attract and retain highly qualified executives and reward them for growing sales, profitability and long-term shareholder value.

Fiscal 2024 Performance Highlights

During fiscal 2024, we focused our efforts and investments towards 4 strategic pillars—Team Members, Food & Drink, Hospitality and Atmosphere. We also significantly increased our advertising after first returning to high-impact national advertising in fiscal 2023. These investments translated into significantly increased sales and profits which we believe will position us to continue growing over a long-term period. In fiscal 2024, our total shareholder return was among industry leaders, with our growth in share price leading our entire peer group used for benchmarking. We balanced these guest-facing and team-member initiatives with investments in technology modernization and with applying cash toward debt repayment to reduce our leverage. Some of our strategies, initiatives and results are highlighted below.

Named Executive Officers

The Company’s NEOs for fiscal 2024 are as follows:

All NEOs were compensated under the same compensation plans in fiscal 2024, except that Mr. Taylor received 100% of his long-term incentive compensation as time-vested RSUs.

Fiscal 2024 NEO Pay Results

Based in part on the above performance results, our NEOs earned the following fiscal 2024 pay as explained in further detail in this CD&A:

Overall, the Committee believes that these pay results are aligned with the Company’s performance results, and that the Company’s fundamental compensation strategy and incentive plan designs are functioning as intended.

Compensation Philosophy and Strategy

The Talent & Compensation Committee (or the “Committee” in this Executive Compensation section of this Proxy Statement) believes that the Company’s ability to excel depends in large measure on our ability to attract and retain well-qualified executives who share the Company’s values and create and execute successful long-term strategies that grow sales and profits and increase shareholder value. Paying for performance is a long-standing, underlying principle of our compensation programs. Our compensation strategy also:

Summary of Fiscal 2024 Compensation Actions

The following highlights some of our fiscal 2024 executive compensation actions:

The Talent & Compensation Committee and How Compensation Decisions are Made

Structure and Responsibilities of the Talent & Compensation Committee

The Committee is comprised entirely of independent directors. The Board has also determined that each Committee member qualifies as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act. The Committee is responsible for aligning our compensation programs with our compensation philosophy of creating long-term shareholder value and rewarding performance. Specifically, the Committee oversees the design of compensation plans and reviews and recommends for approval of the independent directors of the Board any compensation decisions regarding our CEO and other Executive Officers identified in this Proxy Statement (the “Executive Officers”). More specifically, the Committee takes the following actions:

The Committee may, in its discretion, delegate its duties and responsibilities to a subcommittee of the Committee. Further information about the duties of the Committee can be found in the Talent & Compensation Committee Charter, which is located on our website at http://investors.brinker.com/corporate-governance/highlights.

Roles of the Talent & Compensation Committee, Consultants and Management

The Committee is responsible for evaluating the performance of the CEO and Executive Officers and recommending to the independent directors of the Board compensation plans and levels for the CEO and Executive Officers. The Committee utilizes Pearl Meyer, and input from the CEO on the individual performance of and compensation recommendations for other Executive Officers. The CEO does not provide input on his own compensation. The Committee considers these data sources and applies its own independent judgment in establishing a total compensation program comprised of base salary, short-term incentives targeted as a percentage of base salary and long-term incentives.

Pearl Meyer is retained by and reports directly to the Committee, and does not have any other consulting engagements with the Company. The Committee regularly asks Pearl Meyer to provide independent advice on current trends in compensation design, including compensation levels, the merits of particular forms of compensation, relative weighting of compensation elements, compensation best practices and new developments and requirements for regulatory reporting and disclosure. The Committee has affirmatively determined that Pearl Meyer is independent, and the engagement of Pearl Meyer does not raise any conflicts of interest as required by the SEC and NYSE.

Competitive Market Data and Compensation Mix

Pearl Meyer provides the Committee with market data regarding base salary, short-term incentive targets, long-term incentive values and total compensation. A portion of the market data is from a peer group that was carefully selected based on criteria including restaurant and brand product industries, operating structure, location and size. As of the time the peer group below was selected, the Company was just above the median of our peer group in terms of revenue size. Compensation data for our peer group was collected from public filings and supplemented with data from reputable retail and general industry surveys, to provide us with market data that we believe accurately reflects the market in which we compete for executive talent. The Committee evaluated the fiscal 2023 Compensation Peer Group with support from Pearl Meyer, and decided to remove McDonald’s Corporation from the previous list because its revenue size was an outlier from the remaining peers. The following table lists the resulting companies used as our peer group in setting fiscal 2024 compensation:

Peer Group

Pearl Meyer’s market data was considered when establishing targeted total compensation (base salary + target short-term cash incentives + target long-term equity incentives) for Executive Officers. We strive to be competitive in the marketplace by trying to provide targeted total compensation near the market median. This effort includes appropriately balancing all elements of compensation (short-term versus long-term and fixed versus variable) while recognizing our performance, as well as the individual’s performance, criticality and experience, and internal pay equity. There is no fixed percentage which determines the mix between cash and non-cash compensation, but compensation is significantly weighted towards variable compensation (short- and long-term). The table below shows the percentage of fixed versus variable compensation elements for fiscal 2024 targeted total compensation, excluding one-time signing awards paid or granted to NEOs.

Fiscal 2024 Targeted Fixed Versus Variable Compensation Mix

Say-on-Pay Feedback and Shareholder Outreach

At the November 2023 annual meeting of shareholders, we submitted our NEO compensation for an advisory vote to you, our shareholders, and received the support of over 98% of the total votes cast on the proposal. During the weeks immediately prior to our 2023 annual meeting, we reached out to shareholders owning approximately 55% of the Company’s shares to ask for feedback about the Company’s compensation program. One shareholder, representing more than 15% of the Company’s shares, chose to engage with Company representatives, which included an independent Board member. The shareholder generally provided positive support for the Company’s compensation program. The Committee reviewed the results of the shareholder advisory vote and shareholder outreach and made no changes to our compensation programs as a result because shareholder support for our current programs was strong. The Committee did independently make the changes to the fiscal 2024 compensation program discussed in the Summary of Fiscal 2024 Compensation Actions section of this CD&A for other strategic purposes.

Compensation Principles and Long-Term Performance Results

Highlights of Our Compensation Programs

Pay for Performance

The Company’s compensation programs are aligned with our business initiatives and have been designed to pay commensurate with the level of performance generated. This philosophy is most evident in the mix of pay used to compensate our executives.

Our fiscal 2024 compensation packages for our CEO and other NEOs were heavily weighted towards variable compensation. Long-term incentives constituted the largest portion of the target total direct compensation opportunity for our CEO. The graphs below show the target pay mix for the CEO and the average target pay mix for the other NEOs based on annual salary levels, annual short-term incentive at target and the economic value (at the time of grant) of RSUs and performance shares granted during the year. The graphs exclude any one-time awards paid or granted to NEOs during the fiscal year.

Performance Results under Prior Long-Term Compensation Plans

Performance shares granted toward the beginning of fiscal 2022 were paid in August 2024 based on the Company’s Adjusted EBITDA as compared to a target Adjusted EBITDA for fiscal 2024. At the time the performance shares were granted in fiscal 2022, the Committee set an Adjusted EBITDA target of $520 million for the performance share plan, which required significant growth in profitability over the performance period and would be challenging to achieve. The applicable payout percentage for achieving the target Adjusted EBITDA in fiscal 2024 would have been 100% with a maximum potential payout of 200% of the target award if the Company achieved $560 million in Adjusted EBITDA and a threshold payout of 50% of the target award if the Company achieved $460 million in Adjusted EBITDA. The 2022 Performance Share Plan sets forth the calculation for Adjusted EBITDA and excludes items recorded in the Company’s “other gains and charges” caption on its consolidated statement of comprehensive income.

After several challenging quarters at the beginning of the three-year performance period, management began to successfully implement new strategies to grow sales and profitability. The Company achieved Adjusted EBITDA of $461 million in fiscal 2024, which equated to an earned payout of 51.37% of the target award. Accordingly, Mr. Taylor and Ms. White earned 51.37% of their respective performance shares, which awards which were settled in August 2024. Mr. Hochman, Mr. Felix and Mr. Bertolone were not employed by the Company at the time the performance shares were granted in fiscal 2022 and therefore did not receive any awards under this performance share plan.

Fiscal 2024 Executive Compensation and Benefit Components

For the fiscal year ended June 26, 2024, the principal components of compensation and benefits for our NEOs were:

In the sections that follow we detail what each element of compensation is intended to reward and how each component of compensation is determined. It is important to note that, while each individual component is reviewed, all decisions are made in a total compensation context.

Base Salary

Annually, we review base salaries together with competitive market data. An individual’s base salary is dependent on the size and scope of the position, his or her experience and, most importantly, his or her performance. The Committee approved merit-based salary increases for all of the NEOs except Mr. Bertolone, including a 5.6% increase for Mr. Hochman, a 23.5% increase for Ms. White, and a 4.3% increase for each of Mr. Taylor and Mr. Felix. Mr. Bertolone did not receive an increase because he joined the Company in December 2023.

Short-Term Incentives

Our short-term Bonus Plan is a cash-based annual incentive arrangement in which the NEOs, together with all restaurant support center team members participated for fiscal 2024. This plan measures both financial performance and achievement of a KPI. The short-term Bonus Plan included the following features for fiscal 2024.

Adjusted PBT (60% Weighting)

Sixty percent of the Bonus Plan payout opportunity was based on achievement of Adjusted PBT compared to a target Adjusted PBT set by the Committee. Adjusted PBT is defined as the Company’s income before taxes adjusted to exclude certain items recorded in the Company’s “other gains and charges” caption on its consolidated statement of comprehensive income (such as impairment charges, severance and certain unplanned legal liability) and is calculated as set forth in the plan document.

The potential payout of the financial measure portion of the Bonus Plan was 100% for achieving the target Adjusted PBT, 50% for achieving a minimum Adjusted PBT and a maximum of 200% for achieving or exceeding a maximum Adjusted PBT amount. The payout percentage of results between the minimum, target and maximum was measured on the payout slope approved by the Committee and the Board between such values. For fiscal 2024, the Committee set the minimum Adjusted PBT for a threshold achievement higher than the Company’s fiscal 2023 actual Adjusted PBT, and set the target and maximum Adjusted PBT at levels that required significant growth from the prior year. The fiscal 2024 Adjusted PBT target, minimum, maximum and actual achievement are set forth in the chart below, together with the resulting payout multiplier for this component of the Bonus Plan based on the payout scale set by the Committee.

Revenue KPI Measure (40% Weighting)

The KPI performance portion of the Bonus Plan was based on revenue. The Company’s strategy includes growing profits by growing revenue. The Committee set challenging revenue targets for Brinker that correlated to significant growth in revenue, with a potential payout of 100% for this KPI portion of the Bonus Plan for achieving the target revenue, a 0% payout for revenue at or below a minimum level and a maximum payout of 200% for achieving or exceeding a maximum revenue amount. The target revenue KPI under the Bonus Plan represented a 4.4% increase for the Company compared to the prior fiscal year. The fiscal 2024 revenue target, minimum, maximum and actual achievement are set forth in the chart below, together with the resulting payout multiplier for this component of the Bonus Plan based on the payout scale set by the Committee.

Payout

The resulting payout for the NEOs and other participants was 178.26%. Based upon the achievements described above, the final calculated payouts under the Bonus Plan for fiscal 2024 were as follows:

The following table details the final short-term incentive payout for fiscal 2024 versus the annual targets set for each of the NEOs. The annual targets are prorated based on actual salary earned and the targeted percent of salary in effect at the time of the earnings, rather than ending salary and target bonus percentage.

Fiscal 2024 Short-Term Incentive Payout versus Target

Long-Term Incentives

The Committee approved a mix of time-vested RSU and performance share stock awards for all NEOs in fiscal 2024, except Mr. Taylor as discussed in the section Summary of Fiscal 2024 Compensation Actions above. Brinker did not grant any stock options in fiscal 2024. We believe compensation programs that reward executives for performance with Company equity further align the interests of executives and shareholders and motivate executives to create long-term shareholder value. Target long-term incentive values were determined by the Committee after analyzing benchmark data, performance, program cost and total compensation targets. For fiscal 2024, the Committee approved awards for all NEOs other than Mr. Taylor consisting of 60% of their target equity value in the form of performance shares, with the remaining 40% granted as time-vested RSUs. Mr. Taylor’s entire target equity award was granted in time-vested RSUs. All annual equity-based awards are generally granted during the first quarter of the fiscal year within one to three weeks after the Company has filed its Annual Report on Form 10-K for the most recently completed fiscal year. The number of RSUs or performance shares granted each year fluctuates based on our stock price and approved targeted award values.

Performance Shares

We grant performance shares to emphasize our pay for performance philosophy. The Committee targets a certain dollar value for each performance share grant. The target number of performance shares awarded is then determined based on the targeted value divided by the stock price at date of grant multiplied by the relevant Monte Carlo factor.

Performance shares granted in fiscal 2024 will be earned based on the Company’s Adjusted EBITDA as compared to a target Adjusted EBITDA in fiscal 2026, which is the last year of the three-year performance period. The Company’s Adjusted EBITDA was approximately $345.6 million for fiscal year 2023 prior to this plan being adopted. The Committee set the target Adjusted EBITDA at a level that would require significant growth in profitability over the three-year performance period and be challenging for management to achieve. Adjusted EBITDA will be calculated in accordance with the terms of the underlying plan document, which requires the Committee to make adjustments in order to include or exclude the effects of certain items such as acquisitions, dispositions and extraordinary events.

The target performance share award is adjusted by the payout percentage determined after the end of the performance period. The payout percentage for achieving the target Adjusted EBITDA in fiscal 2026 is 100%, with the Board also designating a minimum and maximum level of achievement for performance that falls below or exceeds the target Adjusted EBITDA. If Adjusted EBITDA for the last year of the measurement period is at or less than the minimum, the payout percentage will be 0%. The payout percentage for achieving or exceeding the maximum Adjusted EBITDA will be 200%. The payout percentage between the minimum, target and maximum Adjusted EBITDA values will be measured based on the payout slope approved by the Committee and the Board. The minimum, target and maximum values are set forth in the table below.

As was the case with the fiscal 2023 performance shares, the payout percentage is further subject to a relative TSR modifier for the fiscal 2024 performance share plan that compares the Company’s TSR over the three-year performance period to a comparison group consisting of the S&P 1500 Hotels, Restaurants and Leisure Index. The relative TSR modifier increases the achievement up by 25% if Brinker’s TSR percentile ranks within the top quartile of the comparison group, and decreases the achievement by 25% if Brinker’s TSR percentile ranks within the bottom quartile of the comparison group. If Brinker’s TSR ranks between the 75th and 25th percentiles no modifier will apply, as shown in the table below. In no event will the earned shares exceed 200% after any applicable modification.

Earned performance shares are further subject to continued employment through completion of the three-year performance period (except in the case of qualified retirement, death, disability or certain involuntary terminations) and are distributed shortly thereafter. Earned shares are not subject to further vesting requirements, although they may need to be retained to meet stock ownership guidelines (see discussion below).

Restricted Stock Units

In fiscal 2024 we granted RSUs to enhance retention incentives, to increase executive stock ownership and shareholder alignment and to more closely align our grant mix with peers. We transitioned from RSUs that cliff vest after three years of service to RSUs that vest ratably with continued employment over three years, with one-third vesting on the first, second and third anniversaries of the grant date. RSUs are subject to acceleration in the event of qualified retirement, death, disability or certain involuntary terminations.

Hiring Incentives

The Committee recognizes that the Company operates in a competitive market when it comes to finding the best qualified executives who are able to create and execute successful long-term strategies that increase shareholder value. In addition, external candidates often have to forfeit outstanding sizable equity awards at their prior employers if they choose to accept employment with Brinker. In fiscal 2023 and fiscal 2024, the Committee used bonuses in the form of cash and equity when hiring executives in order to make the executives’ whole for certain lost value attributable to outstanding equity awards at their prior employers and to attract the best executives possible. As disclosed in the Company’s proxy statement for fiscal 2023, the Company granted Mr. Felix a cash sign-on bonus in July 2022, of which $100,000 was paid during fiscal 2024 upon completion of one year of employment by Mr. Felix. In fiscal 2024, the Company hired Mr. Bertolone and granted him (i) a $550,000 RSU make-whole award (“Make Whole RSUs”), and (ii) a $100,000 cash sign-on bonus, to make him whole for certain foregone compensation from his prior employer.

Benefits and Perquisites

Health and Welfare Benefits

All of our salaried employees are eligible for health and welfare benefits, including the NEOs. Our salaried employees, including the NEOs, also receive term life, short-term disability and long-term disability insurance. The level of Company-provided coverage for NEOs is provided at a higher level than is provided for other employees for some Company-provided benefits. We have provided detailed information in the chart below for the NEOs.

Company-Paid Benefits for the Named Executive Officers

Limited Perquisites

We provide our NEOs with perquisites that are generally intended to promote their well-being and efficiency. The Committee regularly reviews the perquisites for reasonableness and consistency with competitive practice. We provide our NEOs (with the exception of the CEO) with the following perquisites:

The CEO received only a dining card and eligibility for an annual executive physical.

We do not own or lease any aircraft for the benefit of management. Providing perquisites separately and not rolling them into base salary ensures those dollars are not included in our calculations for benefits such as life insurance, or other programs that use base salary in their calculation such as the Bonus Plan and our 401(k) Plan.

Savings Plans

Our 401(k) Plan and Deferred Income Plan (the “Deferred Plan”) are designed to provide the Company’s team members with competitive tax-deferred long-term retirement savings vehicles. The 401(k) Plan is intended to be a tax-qualified retirement plan and the Deferred Plan is a non-qualified deferred compensation plan.

401(k) Plan

All of our team members who have attained the age of 21 and completed 90 days of service with the Company are eligible to participate in the 401(k) Plan. Matching contributions from the Company are 100% of each participant’s contribution up to the first 3% of the participant’s base salary and bonus and 50% of each participant’s contribution up to the next 2% of the participant’s base salary and bonus (up to the IRS limits), with all Company contributions vesting immediately.

Deferred Plan

The Deferred Plan is a non-qualified deferred compensation plan for all of our officers, including the NEOs.

Other Executive Compensation Program Elements

Retiree Medical Benefits

Select officers, including the NEOs, are eligible to receive retiree medical insurance from us upon termination if they are otherwise retirement eligible (described below in the section titled Retirement Definitions and Payouts). This fully insured policy is paid for by both the retiree and the Company. The cost split between the retiree and the Company mimics that of the cost split for our active employees and their medical benefits. Currently, that percentage is approximately 75% of the cost paid by the Company and 25% of the cost paid by the participant. Participants are eligible to receive this coverage until age 65.

Career Equity

Career Equity was an RSU program implemented as a retention device since the units granted only vest upon a qualifying retirement. Detailed information concerning our retirement provisions can be found below in the section of this proxy statement titled Retirement Definitions and Payouts. The program was discontinued after fiscal 2016, but certain NEOs still have outstanding unvested RSUs under this program.

Stock Ownership Guidelines

We have stock ownership guidelines for our senior vice presidents and above, including the NEOs. Stock ownership aligns the interests of these officers with shareholders and promotes good corporate citizenship. Guidelines are reviewed annually by the Board of Directors, including a comparison of market prevalence and guideline designs. The stock ownership guidelines exclude any unvested performance shares or unexercised stock options. The Committee believes these requirements appropriately align the interests of these officers and shareholders.

The guidelines are based on a multiple of base salary which is used to calculate the desired value of holdings by position and are as follows:

The Company’s officers, including the NEOs, subject to the guidelines have five years to accumulate the necessary shares. The five-year period begins on the date the officer is promoted to the applicable position. If, however, such officer was not previously an employee of the Company, then the officer will be provided six years to meet the guideline. Should any officers be below the guidelines after being in the program for five years (or six, as applicable), they may receive half of any short-term incentives in shares until the guidelines are met. Currently, all officers are in compliance with the guidelines or have additional time to meet the guidelines pursuant to the standards described in this paragraph.

Insider Trading Policy

The Company has a written insider trading policy that, among other things, prohibits its directors, Executive Officers and all employees from engaging in short-sale transactions of Company securities, pledging Company securities or placing Company securities in margin accounts. Pursuant to the insider trading policy, no director, Executive Officer, or employee shall engage in any hedging transactions with respect to any of the Company’s securities. Hedging transactions include trading in any derivative security relating to Company securities. In particular, other than pursuant to a Company benefit plan, no director, Executive Officer, or employee may acquire, write or otherwise enter into an instrument that has a value determined by reference to Company securities, whether or not the instrument is issued by the Company.

Recoupment Provisions

Our fiscal 2024 compensation plan documents contain language stating that if the Board or the Committee determines that any fraud, negligence or intentional misconduct by an officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, or that egregious conduct of the officer (including unethical conduct and material breaches of the Company’s written policies) is substantially detrimental to the Company, then the Board or Committee may cancel outstanding equity awards and recover the value of any shares or cash paid to the participant up to three years prior to the date the restatement or conduct is disclosed. Further, under Section 304 of Sarbanes-Oxley, if the Company is required to restate its financials due to material noncompliance with any financial reporting requirements as a result of misconduct, the CEO and CFO must reimburse the Company for (1) any bonus or other incentive-based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document and (2) any profits realized from the sale of securities of the Company during those 12 months. The Company also adopted a Compensation Recoupment (Clawback) Policy consistent with the requirement of Rule 10D-1 of the Exchange Act and applicable NYSE listing standards which provides that, in the event the Company is required to restate the Company’s financial statements due to material non-compliance with any financial reporting obligation under federal securities laws, the Company is required to recover the amount of any applicable incentive-based compensation received over the applicable recovery period (generally the prior three completed fiscal years) that exceeds the amount that otherwise would have been received based on the restated financial statements.

Summary of Fiscal 2025 Compensation Plan Changes

Since the end of fiscal 2024, the Committee has approved increases to salaries, bonus targets and annual equity awards for our NEOs to reward high performance and to bring certain NEO’s total compensation closer to the median among our peer group, consistent with our compensation philosophy. As part of these adjustments, Mr. Hochman’s base salary increased by 5.3%, his bonus target increased from 135% of salary to 150% of salary, and his target annual equity award increased by 44%. Ms. White’s base salary increased by 5.7%, and her target annual equity award increased by 3.3%. Mr. Felix’s base salary increased by 5.0%, his bonus target increased from 55% of salary to 65% of salary, and his target annual equity award increased by 4.3%. Mr. Bertolone’s base salary increased by 4.0%, and his target annual equity award increased by 11%.

REPORT OF THE TALENT & COMPENSATION COMMITTEE

The Talent & Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted,

TALENT & COMPENSATION COMMITTEE

HARRIET EDELMAN (Chair)

CYNTHIA L. DAVIS

WILLIAM T. GILES

RAMONA T. HOOD

PRASHANT N. RANADE

Compensation Policies and Practices as They Relate to the Company’s Risk Management

We believe that our compensation policies and practices for all team members, including officers, do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe that the Company has appropriate safeguards in place with respect to the compensation programs that assist in mitigating excessive risk-taking that could harm our value or reward poor judgment by our officers and team members. These safeguards include managing pay opportunities to market levels through peer benchmarking; balancing performance focus between near-term objectives and long-term shareholder value creation; issuing equity awards that vest over multi-year time horizons; capping cash incentive plan payments; maintaining stock ownership guidelines for our executive officers; and maintaining no fixed-term employment agreements. Furthermore, the Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles and pay opportunity levels.

In fiscal 2024, the Committee reviewed the concept of risk as it relates to our compensation programs and determined that our programs do not encourage excessive or inappropriate risk. In reaching this conclusion, the Committee noted that long-term incentives are predominately equity-based and tied to shareholder returns, market comparisons are used, ownership guidelines are applied, and the majority of variable pay is tied to Company performance.

FISCAL 2024 SUMMARY COMPENSATION TABLE