As filed with the Securities and Exchange Commission on November 6, 2024
Registration No. 333-230574
Registration No. 333-201929
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-230574
FORM S-8 REGISTRATION STATEMENT NO. 333-201929
REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933
BRINKER INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 75-1914582 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
3000 Olympus Boulevard
Dallas, Texas 75019
(Address, Including Zip Code, of Registrant’s Principal Executive Offices
Brinker International, Inc. Stock Option and Incentive Plan
Brinker International, Inc. 2024 Stock Option and Incentive Plan
(Full title of the plan)
Daniel Fuller
Senior Vice President and Chief Legal Officer
Brinker International, Inc.
3000 Olympus Boulevard
Dallas, Texas 75019
(Name and address of agent for service)
972-980-9917
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statements on Form S-8 (Registration No. 333-230574 and Registration No. 333-201929) (collectively, the “Registration Statements”) filed by Brinker International, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on March 28, 2019 registering 1,350,000 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”) and on February 6, 2015 registering 2,000,000 shares of Common Stock, in each case issuable under the Brinker International, Inc. Stock Option and Incentive Plan (as amended and restated, the “Prior Plan”).
The Company’s Board of Directors approved the Brinker International, Inc. 2024 Stock Option and Incentive Plan (the “2024 Plan”) on September 20, 2024, and the 2024 Plan was subsequently approved by the Company’s stockholders on November 6, 2024 (the “Effective Date”). Pursuant to the terms of the 2024 Plan, the number of shares of Common Stock subject to outstanding awards under the Prior Plan as of the Effective Date that, on or after such date, 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 will be issuable under the 2024 Plan.
Pursuant to the undertakings in Item 9 of the Registration Statements, we are filing this Post-Effective Amendment to provide that the Registration Statements shall also cover up to 1,338,098 shares of Common Stock subject to outstanding awards under the Prior Plan as of the Effective Date that on or after such date 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 and become issuable under the 2024 Plan.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas and State of Texas on November 6, 2024.
| BRINKER INTERNATIONAL, INC. | ||
| By: | /s/ Daniel Fuller | |
| Daniel Fuller | ||
| Senior Vice President and Chief Legal Officer | ||
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.