UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Brinker International, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

BRINKER

INTERNATIONAL_^®

B R I N K E R

INTERNATIONAL_^®

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 5, 2020 at 9:00 a.m. (CST)

September 25, 2020

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 Thursday, November 5, 2020, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of our shareholders, associates and other members of the community, the Annual Meeting will be held in a virtual meeting format only with no physical location. Only shareholders who held shares as of the record date, September 8, 2020, may attend the Annual Meeting.

Prior registration to attend and participate in the Annual Meeting at www.proxydocs.com/EAT is required by 5:00 p.m. (CST) on November 3, 2020. Upon completing your registration (which will require the control number in your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form) you will receive further instructions via email, including your unique links that will allow you to access, view the list of our shareholders of record, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2020 Annual Meeting in person.

At the Annual Meeting, we will: (1) elect ten (10) directors for one-year terms; (2) vote on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal 2021 year; (3) cast an advisory vote to approve executive compensation; and (4) 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 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 as instructed in the Notice of Internet Availability of Proxy Materials you received online or by telephone after your review of the proxy materials at www.proxydocs.com/EAT (by using your control number on the Notice of Internet Availability of Proxy Materials to access the website) 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 prior to the Annual Meeting, by mail, or by telephone 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 2020 Annual Report are first being made available to shareholders on September 25, 2020.

We look forward to speaking with you at the meeting.

Very truly yours,

Wyman T. Roberts

President and Chief Executive Officer

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 5, 2020

Brinker’s Proxy Statement and 2020 Annual Report for the year ended June 24, 2020

are available at www.proxydocs.com/EAT

BRINKER INTERNATIONAL, INC.

INDEX

PROXY SUMMARY

This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all of the information you should consider before voting. Please read the entire Proxy Statement before casting your vote.

ANNUAL MEETING INFORMATION

SHAREHOLDERS ACTION

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 Skills and Diversity

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors recommends that you vote FOR the election of all of 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 either elected by the shareholders at the 2019 annual meeting of shareholders or subsequently appointed to the Board of Directors. Ms. Allen and Mr. Macedo were duly appointed by the Board of Directors in July 2020, after being recommended by the Governance and Nominating Committee for appointment to serve on the Company’s Board of Directors following the process outlined in the section title Internal Process of Identifying Candidates in this Proxy Statement, which included recommendations for appointment by a third-party search firm.

Information About Nominees

We are furnishing below certain biographical information about each of the ten nominees for director. Also included is a description of the experience, qualifications, attributes and skills of each nominee:

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 2021. 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 LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire and they will be available to respond to appropriate questions that you may have.

Audit Fees

The following table sets forth the aggregate fees billed, or estimated to be billed, to us for the fiscal years ended June 24, 2020 and June 26, 2019 by our independent registered public accounting firm, KPMG LLP:

For fiscal 2019, 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 ($1,000,000) and the issuance of a consent for franchise disclosure documents ($7,000).

For fiscal 2019, all tax fees were for review of income tax returns, sales tax returns and consultations regarding federal, state, local and international tax matters.

For fiscal 2019, there were no other fees.

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 of the fees for fiscal 2020 and 2019 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 2020, 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 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 2021.

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 we have described it in the Executive Compensation section of this Proxy Statement.

As described in detail in the Compensation Discussion and Analysis section, the Compensation Committee (the “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 2020 Annual Meeting.

This advisory resolution is non-binding on the Board of Directors. Although non-binding, the Board and the 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 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 will occur at the Company’s 2021 annual meeting of shareholders.

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

INFORMATION ABOUT THE BOARD OF DIRECTORS AND

GOVERNANCE OF THE COMPANY

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 and 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 not have other personal or professional commitments that would, in the Governance and Nominating Committee’s sole judgment, interfere with or limit their ability to do so.

5.    In addition, the Governance and 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, as well as 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, organizational development, strategic planning, information technology and public relations.

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 and Nominating Committee conducted an evaluation and assessment of all of the current directors, for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the assessment results, the Governance and Nominating Committee recommended to the Board that Messrs. DePinto, Giles, Katzman, Macedo, Mrkonic, Ranade and Roberts and Mms. Allen, Davis and Edelman be nominated for election to the Board of Directors. The Board accepted the recommendations and nominated such persons. The Governance and 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 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 outside of their service as a member of the Board of Directors. The Board 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 SEC and NYSE.

The only member of the Board who is not independent is Wyman T. Roberts. Mr. Roberts, as President and Chief Executive Officer (“CEO”) of the Company, is the only employee member of the Board. Additionally, Michael George and John W. Chidsey were independent throughout the period in fiscal 2020 that each served on the Board. In this Proxy Statement we may refer to these directors individually as an “Independent Director” and collectively as the “Independent Directors.”

Board Structure

Each director serves for a one-year term and is subject to re-election by you each year. Prior to recommending a director for nomination for re-election, the Governance and 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, Compensation, and Governance and 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 Mr. Giles is an “audit committee financial expert” as such term is defined in the SEC’s Regulation S-K. Further, the Board of Directors has determined the members of the Audit Committee are “financially literate” as such term is defined by the NYSE and the Audit Committee satisfies the “financial management expertise” standard required by the NYSE.

Compensation Committee

A discussion of the specific nature of the 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 Compensation Committee later in this Proxy Statement.

Governance and Nominating Committee

The Governance and Nominating Committee performs the following functions:

On the basis of this year’s review, the Governance and 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 24, 2020, the Board of Directors held fifteen meetings. Each incumbent director attended at least 75% of the aggregate total of meetings of the Board of Directors and Committees on which he or she served. Also, all members of the Board of Directors serving as of the date of the Company’s 2019 annual meeting of shareholders attended such meeting. 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. Such attendance allows for direct interaction between our shareholders and the Board members.

Chairman of the Board

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.

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 ensuring a continued significant role for independent directors in the leadership of the Company. This

structure allows Mr. Roberts, 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 also at the committee level, in overseeing management of the Company’s risks, including the Company’s enterprise risk management process that monitors and manages key business risks facing the Company. Throughout the fiscal year, the Board regularly reviews information regarding the Company’s strategic, financial and operational risks. The Board has also delegated certain risk oversight functions to its committees.

The Compensation Committee oversees the management of risks relating to the Company’s compensation policies and practices.

The Audit Committee oversees the management of risks associated with accounting, auditing, financial reporting, and internal control over financial reporting, as well as the effectiveness of the Company’s enterprise risk management process. The Audit Committee also:

The Governance and Nominating Committee oversees risks associated with the independence of the Board of Directors and the Company’s governance structure. It is also responsible for annually reviewing the Company’s policies and programs relating to social responsibility and environmental sustainability matters, and it makes recommendations to management with respect to such matters.

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

Directors’ Compensation

The Governance and 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. companies. The public companies in the proxy peer group used for the Board are also used for our named executive officers (“NEOs”) (identified in more detail in the Benchmarking section of the Compensation Discussion and Analysis of this Proxy Statement). Beginning with calendar year 2020, non-employee directors of the Company changed the timing of their annual retainers and annual grants from annual to quarterly.

The non-employee directors receive the following compensation during a calendar year in addition to reimbursement for costs incurred in attending meetings of the Board:

Each director, other than the Chairman of the Board, has a choice between cash and restricted stock units 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 restricted stock units. 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 have historically been made on the first business day of the calendar year following the annual shareholders meeting, however beginning in May of 2019 the grants were and will be 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 the additional Chair responsibilities:

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

Restricted Stock Unit Distribution Timing

Each of the directors elected, prior to the grants, one of four distribution timing options for their restricted stock units: (i) four years after date of grant, (ii) upon the director’s departure from the Board, (iii) one year following the director’s departure from the Board, or (iv) two years following the director’s departure from the Board. Directors also have the ability to defer receipt of restricted stock units 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 2020, directors received restricted stock units for all of their equity compensation with variable distribution dates ranging from four years after grant to two years following departure from the Board.

Stock Ownership Guidelines

We have stock ownership guidelines for our Board to align their interests with shareholders. Guidelines are reviewed annually by the Board, including a comparison of market prevalence and guideline designs. The guidelines require directors to have stock ownership equal to five times their 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 restricted stock units. Directors have four years to accumulate the necessary shares. Currently, all directors are in compliance with the guidelines or have additional time to meet the guidelines pursuant to the standards described in this paragraph.

Fiscal 2020 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. Additionally, the Board conducts periodic 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 and 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 and 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 and 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. One or more of the members of the Governance and 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 and Nominating Committee. Reports from those interviews or from Governance and Nominating Committee members with personal knowledge and experience with the candidate, resumes, information provided by other contacts, and other information deemed relevant by the Governance and Nominating Committee are then considered in determining whether a candidate shall be nominated. The

Governance and 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 and 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 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 also be found in our public filings with the SEC). In order for the candidate recommendation to be timely for the Company’s 2021 annual meeting of shareholders, your notice to the Secretary of the Company must be delivered or mailed to and received at our principal executive office no later than May 28, 2021. Any such recommendations received by the Secretary will be presented to the Governance and Nominating Committee for consideration. Suitable candidates (whether identified internally or by a shareholder) who, after evaluation based upon the criteria and process described in “Internal Process of Identifying Candidates” above, are then recommended by the Governance and 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. We also have a Code of Conduct for the Board of Directors. Both of these codes are reviewed by the Governance and Nominating Committee annually and 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: General Counsel.

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 General Counsel, 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 General Counsel to review and forward any such correspondence to the appropriate person or persons for response.

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 2020 aligned with performance.

Table of Contents

Executive Summary

Our brands, Chili’s and Maggiano’s, are about people more than food. Our passion is making people feel special, loved and included. We allow our guests to enjoy a night off, give them a place to catch up, and provide comfort after a hard day. We bring people together to celebrate family and friends. Our more than 62,000 team members are the key to making that happen for more than 3.5 million guests at our Company-owned restaurants every week. The unprecedented novel coronavirus (“COVID-19”) outbreak has kept people apart, caused anxiety and uncertainty, created financial and personal burdens and, worst of all, resulted in sickness and loss of life. During this historic disruption, we adapted our business and found ways to take care of our team members and to make people feel special despite the circumstances. Our efforts made an impactful difference in the lives of our team members and guests, enabled our business to remain strong and allowed us to significantly outperform the casual dining industry during the second half of fiscal 2020.

The Compensation Committee believes that the Company’s ability to succeed, including in times of extraordinary challenge, depends in large measure on our ability to attract and retain executives who deeply share the Company’s values, who are able to innovate and adapt during circumstances such as COVID-19 and who create and execute successful long-term strategies that increase shareholder value.

2020 Performance & COVID-19 Response

Our fiscal 2020 performance was built on the foundation of multi-year strategic investments and decisions to provide significantly greater convenience to our guests, to create a first-class digital guest experience and to improve the quality of our food and service. In recent years, we executed these strategies by investing in and upgrading both the Chili’s online ordering system and mobile app to expand online and mobile ordering capabilities. These expanded capabilities include easier payment functionality, loyalty program enrollment, redemption of rewards, reordering of recent purchases or favorites with only a few clicks or taps and mobile app notification of guest arrival at restaurants for curbside service. Our guests have responded favorably, with online and mobile orders growing significantly in recent years. Our Margarita of the Month and 3 for $10 value platforms launched at Chili’s in fiscal 2018 and continue to be multi-year traffic drivers. In fiscal 2019, we entered a multi-year exclusive partnership with DoorDash for third party delivery. We leveraged technology so that orders on DoorDash platforms are sent directly to our point of sale system and streamline our delivery operations. In fiscal 2020, we developed the capability for our guests to place delivery orders directly from our Chili’s and Maggiano’s websites and Chili’s mobile app. We also continued to focus on improving the quality of our food and service, and our guests recognized these improvements with better food and service scores in our

guest surveys. These strategies and investments produced positive multi-year trends and fiscal year results at our Company-owned restaurants prior to the COVID-19 pandemic.

Our multi-year strategies also resulted in all-time highs in guest satisfaction scores at Chili’s during fiscal 2020, and these guest satisfaction scores translated into market share gain for Chili’s. According to third-party data, for the first half of fiscal 2020, Chili’s comparable restaurant sales were approximately 3 percentage points better than average comparable restaurant sales reported by participating casual dining industry competitors for the same period.

When the COVID-19 pandemic hit the United States, our values, strategies and investments proved to be even more critical and allowed us to quickly adapt when government regulations required dining rooms to be closed in order to slow the spread of COVID-19. We effectively transformed our operations, took care of our team members and safely served guests with the following actions that produced the following results in the fourth quarter of fiscal 2020:

During the COVID-19 pandemic, we made people feel special by making them feel safe and providing them some consistency and comfort in an ever-changing environment.

Our highly effective operating adaptations, our significant outperformance of the casual dining industry and our decisive actions to preserve cash and secure liquidity for the foreseeable future were also critical in providing assurance that Brinker would continue to be a long-term viable company and a strong leader in the casual dining industry during and after the pandemic. This allowed the Company’s share price to quickly begin recovering substantial shareholder value after the initial investor reactions and share price declines caused by the COVID-19 pandemic. The Company’s actions to preserve cash and secure liquidity included significantly reducing capital expenditures, marketing spending and general and administrative costs; reducing salaries, with proportionately larger salary reductions taken by the executive team; obtaining financial flexibility from our lenders through amending our revolving credit agreement; suspending dividend and share repurchase activity; and raising capital through an equity offering. While all restaurant support center team members and above-restaurant leaders had salaries reduced, the salaries of our restaurant management teams were not reduced in recognition of the important work they performed to operate our adapted business model through the pandemic. The Company did not utilize government funding intended for small businesses.

The Company’s financial actions and operating performance allowed the Company to pay down debt, which resulted in the Company’s debt level at the end of the fourth quarter being lower than the debt levels at the end of the prior three quarters. We also provided our shareholders frequent interim sales reports and business updates during the fourth quarter so that shareholders could understand the impact of COVID-19 on the Company and be informed of the Company’s actions and most recent results.

Throughout fiscal 2020 our innovation team worked on an exciting strategic initiative to reach more guests through technology and better utilization of our existing restaurants. These efforts were accelerated during the COVID-19 pandemic. During the last week of fiscal 2020 we launched It’s Just Wings^TM, a new brand available for delivery from more than 1,000 existing company owned Chili’s and Maggiano’s kitchens. It’s Just Wings features boneless and bone-in chicken wings with 11 different sauces and rubs, curly fries and fried OREO^® cookies. Our supply chain capabilities, technology, operational systems and partnership with DoorDash allowed us to successfully launch It’s Just Wings coast to coast with unprecedented speed. By using our existing kitchens and restaurant team members, It’s Just Wings is able to reach new guests with great food delivered at a better value than our competitors. Since its launch, It’s Just Wings has seen initial success in growing our sales by catering to our guests’ increasing preference for more convenient food available through technology platforms.

Named Executive Officers

The Company’s named executive officers (“NEOs”) for fiscal 2020 are as follows:

All NEOs other than Mr. Baltes (collectively, the “Brinker NEOs”) were compensated under the same compensation plans in fiscal 2020, while Mr. Baltes was compensated under plans specific to Maggiano’s.

Compensation Philosophy and Strategy

Our compensation strategy is to attract and retain well-qualified executives and to motivate them to achieve business results that create long-term shareholder value. Pay for performance is a long-standing, underlying principle for our compensation programs. Our compensation philosophy also incorporates the following principles and practices:

The Committee has also applied our pay for performance philosophy to the design of our compensation plans so that our executives are neither paid windfall compensation nor penalized with unachievable targets when certain extraordinary events occur. Further discussion of this principle and adjustments made to achievement levels can be found in the Pay for Performance section of this CD&A.

2020 Compensation Highlights

The following are some of the highlights of our fiscal 2020 executive compensation programs:

The Compensation Committee and How Compensation Decisions are Made

Structure and Responsibilities of the 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 designs compensation plans and reviews and approves any compensation decisions regarding our CEO and other Executive Officers identified in this Proxy Statement (the “Executive Officers”). Further information about the duties of the Committee can be found in the Compensation Committee Charter, which is located on our website at http://investors.brinker.com/corporate-governance/highlights. To ensure the Committee is able to effectively carry out its responsibilities, it takes the following actions:

Roles of the Compensation Committee, Consultants and Management

The Committee is responsible for evaluating the performance of the CEO and Executive Officers and recommending to the Board compensation plans and levels for the CEO and Executive Officers. The Committee utilizes Pearl Meyer, independent benchmarking information from Meridian and input from the CEO on the individual performance of 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.

The Committee annually reviews the performance of its consultants. Pearl Meyer and Meridian are each retained by and report directly to the Committee. Pearl Meyer has also assisted the Board in conducting a peer evaluation of individual Board members, but 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 and compensation best practices. Meridian does not have any other consulting engagements with the Company. The Committee has affirmatively determined that Pearl Meyer and Meridian are each independent, and their respective engagements do not raise any conflicts of interest as required by the SEC and NYSE.

Benchmarking

Meridian provides the Committee with market data regarding base salary, short-term incentive targets, long-term incentive values and total compensation. The benchmarking proxy peer group is carefully selected based on criteria including restaurant and brand product industries, operating structure, location and size. As of the time this peer group was selected, we were near the median of our proxy peer group in terms of revenue size. Proxy data from our benchmarking peer group was blended with data from Meridian’s database, as well as data from other restaurant companies that participate in the Chain Restaurant Total Rewards Association (CRTRA) Compensation Survey, to provide us with benchmark information that we believe accurately reflects the market in which we compete for executive talent. The following table lists the companies used in fiscal 2020 as our benchmarking proxy peer group:

Benchmarking Proxy Peer Group

Meridian’s benchmark information was used to establish ranges for targeted total compensation (base salary + short-term cash incentives + long-term equity incentives). We strive to be competitive in the marketplace by 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 2020 targeted total compensation.

Fiscal 2020 Targeted Fixed Versus Variable Compensation Mix

Say-on-Pay Feedback and Shareholder Outreach

At the annual meeting of shareholders in 2019, we submitted our executive compensation programs for an advisory vote to you, our shareholders, and received the support of over 94% of the total votes cast on the proposal. During the weeks immediately prior to our annual meeting of shareholders in 2019, the Chair of the Committee and Company representatives engaged in discussions around compensation practices with shareholders then representing ownership of more than 34% of our shares. The Committee reviewed the results of the advisory vote and feedback from our shareholder outreach and made no changes to our compensation programs as a result of such feedback because shareholder support for our current programs was strong.

Compensation Principles and Practices

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 2020 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 our CEO and other NEOs based on annual salary levels (excluding temporary salary reductions), annual short term incentive at target and the economic value (at the time of grant) of stock options, restricted stock units (“RSUs”) and performance RSUs granted during the year.

The Committee has also applied our pay for performance compensation philosophy to the design of our compensation plans so that executives are motivated to add value to the ongoing operations of our business through efforts that are within their control. Our compensation plan provisions are designed to provide for adjustments to be made when the Committee calculates achievement levels so that our executives are neither paid windfall compensation nor penalized with unachievable targets when certain extraordinary events occur. As an example of how this principle has avoided windfall compensation, during fiscal 2018 the Committee adjusted financial targets under our compensation plans in order to neutralize the impact of a reduced tax rate implemented as a result of the Tax Cuts and Jobs Act. These adjustments by the Committee increased the compensation plan targets so that the reduced tax rate did not allow executives to have greater achievement and receive windfall compensation as a result of one-time, external circumstances unrelated to their own performance. As another example of an adjustment, in fiscal 2019 the Committee excluded the large profits received from the Company’s sale leaseback transactions when calculating achievement of financial targets under our compensation plans so that achievement levels were not inflated as a result of a one-time, capital structuring event. This principle incorporated into our compensation plans and these actions by the Committee ensure the strategic intent of our compensation program is accomplished.

In fiscal year 2020 the Committee made adjustments to targets and calculations under our compensation plans to neutralize the impact of an extraordinary, one-time event: the COVID-19 pandemic. Adjustments were required pursuant to provisions of our compensation plan documents from the time of original, pre-pandemic adoption and were not made on an ad hoc or discretionary basis. These adjustments are

detailed in the applicable sections of this CD&A describing achievement levels for fiscal 2020. The Committee did not allow for any fiscal 2020 awards to exceed 100% of target payouts despite the superior performance of the Company before and during the pandemic. The Committee also did not make replacement grants to executives, reprice stock options or make off-cycle supplemental grants, which avoided windfall executive compensation, excessive shareholder dilution and asymmetric risk and reward compensation scenarios.

Under the circumstances of the COVID-19 pandemic, these compensation plan adjustment features allow the Committee to retain talented executives and continue to motivate them to work toward adjusted and achievable targets that recover and grow shareholder value. The Committee believes that the pandemic adjustments made and the compensation ultimately paid to executives in fiscal 2020 is consistent with the application of the adjustment principle in prior years, as described above, that eliminated windfall benefits for executives. The payouts under our compensation plans in fiscal 2020 reward our executives’ superior performance to ensure the continued viability of the Company and protect shareholder value. Furthermore, our executive pay remains appropriately aligned with shareholder experience as all stock options granted in the prior eight years were underwater as of the end of fiscal 2020 and outstanding equity awards had significantly less value than targeted grant date values as a result of the pandemic-caused decrease in the Company’s stock price as of the end of the fiscal year. Our NEOs realized compensation in fiscal 2020 was also significantly below target compensation, which further highlights the alignment of their compensation with shareholder experience.

Realized Pay

In furtherance of the Company’s philosophy of rewarding executives for superior performance, prior stock compensation gains (or the lack thereof) are not considered in setting future compensation levels. However, we believe that reporting actual compensation realized compared to target compensation opportunities granted for our CEO illustrates our pay for performance philosophy and the difficulty and rigor of performance targets set by the Committee. Set forth below is the actual compensation realized by our CEO in each of the last three fiscal years compared to the target compensation reported in our Summary Compensation Table for each such fiscal year.

Performance shares granted in fiscal 2018 for all Brinker NEOs were earned at the end of fiscal 2020 based on our compound annual growth rate (“CAGR”) in Adjusted EPS (as defined in the Performance Share Plan) as compared to a targeted CAGR of 8.6% over the three-year measurement period. As stated in our fiscal 2018 proxy statement, the Committee adjusted the fiscal 2020 Adjusted EPS target under the plan to be higher to neutralize the impact of a decreased corporate tax rate implemented by the Tax Cut and Jobs Act. The Committee also made adjustments in fiscal 2020 to neutralize the impact of COVID-19 pursuant to the provisions of the plan. To do so, the Committee reviewed the growth in Adjusted EPS through the 32 months of the performance period before the pandemic, the trajectory of the Company’s sales and profits and the Company’s pre-pandemic financial forecast for the remainder of fiscal 2020. Before the pandemic, with only 4 months left in the 36-month performance period, the Company was forecasting a CAGR of 9.5% for the full performance period. This achievement level would have resulted in a distribution percentage of 111% of the target performance shares. The Committee also considered the negative impact of COVID-19 on shareholder value, the negative impact of COVID-19 on the value of the performance share awards for executives and the importance of making adjustments to targets or in calculations pursuant to the Committee’s historical practice and strategy (and the terms of the governing plan document) for retaining and motivating executives. After making adjustments to neutralize

the impact of the pandemic, the Committee determined that the Company achieved a CAGR of 9.5%, which correlated to a distribution percentage of 111%, but the Committee then used its discretion to adjust the final distribution percentage downward to 100% of the target performance shares under the fiscal 2018 Performance Share Plan.

Fiscal 2020 Executive Compensation and Benefit Components

For the fiscal year ended June 24, 2020, 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

Base salaries provide our executives with a level of certainty about their compensation. Annually, we review base salaries during our benchmarking process. 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.

For a period of approximately 8 weeks during the fourth quarter, the CEO’s salary was reduced by 50%, the salaries of Executive Officers with the title EVP were reduced by 30% and the salary of Executive Officers with the title of SVP were reduced by 25%. For fiscal 2020, the total base salary of our CEO, President of Maggiano’s and CSCO declined as a result of these reductions. Our CFO and CAO’s total 2020 salaries increased compared to 2019 despite their temporary salary reductions as a result of larger merit increases made near the beginning of fiscal 2020 to compensate each for increased responsibility and tenure in role, as well as to be more competitive with median salaries for those positions among our benchmarking peer group.

Short-Term Incentives

Our Brinker Profit Sharing Plan is a cash-based annual incentive arrangement in which the Brinker NEO’s participate, together with all restaurant support center team members that do not work for the Maggiano’s brand. This plan measures both financial performance and achievement of key performance indicators (“KPIs”).

Prior to his departure from the Company on June 3, 2020, the former President of Maggiano’s participated in the Maggiano’s Profit Sharing Plan, a cash-based annual incentive arrangement in which all restaurant support center team members that work for the Maggiano’s brand participated.

The maximum award that any individual can receive under the Brinker Profit Sharing Plan and, for Mr. Baltes prior to his departure, the Maggiano’s Profit Sharing Plan is 200% of his or her individual short-term incentive target. Mr. Baltes forfeited any payment under the Maggiano’s Profit Sharing Plan upon his departure. The following table details the actual short-term incentive payout for fiscal 2020 versus targets set for the NEOs:

Fiscal 2020 Short-Term Incentive Payout versus Target

Brinker Profit Sharing Plan

The elements of the Brinker Profit Sharing Plan and achievement of targets are described below.

Financial Measure (2/3 Weighting)

For fiscal 2020, the Committee established an Adjusted Net Income target of $178.7 million that required management to continue to grow the profitability of the Company. Consistent with the Committee’s compensation principals, practices in prior years and as required under the terms of the underlying plan document, the Committee made adjustments to the Company’s income measures in order to include or exclude specified items or to neutralize the impact of specific events. During fiscal 2020, the Committee excluded from Adjusted Net Income incremental depreciation expense resulting from changes in the estimated useful lives of certain restaurant assets and expenses from restaurant impairment charges, restaurant closure charges, and one-time costs relating to the acquisition of 116 previously franchised Chili’s restaurants. Pursuant to the provisions of the underlying plan document that specifically required adjustments for pandemics, the Committee also made adjustments in the calculations of Adjusted Net Income to neutralize the impact of COVID-19. The Committee compared the Company’s financial performance through the first eight months of the fiscal year to targets for such period in the financial plan approved by the Board in the first quarter of the fiscal year. Through the eighth month of the fiscal year, the Company’s actual Adjusted Net Income was 99.03% of the target Adjusted Net Income that was planned for the same period at the start of the fiscal year. The Committee determined that at a minimum the Company would have maintained that level of performance if the pandemic had not occurred because the Company’s upward sales and profit trajectories and pre-pandemic financial forecasts indicated the Company would surpass the target. The Committee also evaluated the following: the success of the Company’s long-term strategies in growing sales and profits before the pandemic, management’s extraordinary efforts to swiftly adapt during the pandemic to continue safely serving guests; management’s effectiveness in preserving cash and liquidity during the pandemic; and Chili’s significant outperformance of the casual dining industry during the pandemic. Based on the Company’s results through the first eight months of the fiscal year and the other factors considered, the Committee determined that neutralizing the impact of the pandemic resulted in Adjusted Net Income equal to 99.03% of target. Actual Adjusted Net Income of 99.03% of target equates to a 95.16% payout for the financial measure under the Brinker Profit Sharing Plan.

KPI Measure (1/3 Weighting)

For the Brinker Profit Sharing Plan, the KPI performance portion was based on two equally weighted KPIs: Comp Sales and a guest satisfaction score measured by averaging Food Great scores and Server Attentive scores at Chili’s. The Company used Food Great and Server Attentive scores as a KPI due to the focus at Chili’s to improve the food and service for guests, with a scoring methodology that focuses on driving the best guest experiences. The Comp Sales target combines the results from both company-owned Chili’s and Maggiano’s restaurants. For fiscal 2020, the Comp Sales target was 2.7% and the target guest satisfaction score for average Food Great and Server Attentive scores was 69.0. Based on the Company’s unique scoring methodology, achievement of the guest satisfaction KPI required a very high percentage of guests to be satisfied or extremely satisfied and a very low percentage to be neutral or unsatisfied. The Committee reviewed achievement of KPI’s both pre-pandemic and for the full fiscal year. The Company’s results pre-pandemic through the first eight months of fiscal 2020 was 2.1% for Comp Sales and a 69.5 average Food Great and Server Attentive score, resulting in a weighted average achievement of 83.13% under the KPI performance portion of the Brinker Profit Sharing Plan. The Company’s actual results through the end of fiscal 2020 were -10.1% for Comp Sales (equating to a 0% achievement for this portion of the KPI measurement) and a 73.2 average Food Great and Server Attentive score (equating to a 200% achievement for this portion of the KPI measurement), resulting in a weighted average achievement of 100% under the KPI performance portion of the Brinker Profit Sharing Plan. The Committee determined that the lower 83.13% achievement level from the pre-pandemic period is the most appropriate achievement level under the circumstances because it correlated to the pre-pandemic financial results and was not impacted by the unique circumstances of COVID-19.

Payout

The resulting payout for the Brinker NEOs, as well as all team members at the Company’s restaurant support center, was 91.15% of target based upon the achievements described above, calculated as follows: 2/3 x 95.16% actual Adjusted Net Income achievement + 1/3 x 83.13% KPI achievement.

Maggiano’s Profit Sharing Plan

Although no payment was made to Mr. Baltes in fiscal 2020 under the Maggiano’s Profit Sharing Plan, the following brief description is provided to explain the plan details that governed his target award opportunity. The Maggiano’s Profit Sharing Plan is a cash-based annual incentive arrangement in which the former President of Maggiano’s participated, together with all restaurant support center team members that work for the Maggiano’s brand. Two-thirds of awards under this plan are based on achievement of adjusted profit before taxes compared to target profit before taxes for the Maggiano’s brand. One-third of awards under the Maggiano’s Profit Sharing Plan are based on achievement of two equally weighted KPIs compared to target KPIs. The KPIs selected for fiscal 2020 were Comp Sales at Maggiano’s and a guest satisfaction score measured by guests’ intent to return. All targets were established by the Committee during the first quarter and were set at levels that were difficult to achieve. Mr. Baltes forfeited his award opportunity under the Maggiano’s Profit Sharing Plan in connection with his departure from the Company, and no other Executive Officers participate in the Maggiano’s Profit Sharing Plan.

Long-Term Incentives

The Committee granted each of the Brinker NEOs a mix of stock options, performance shares and restricted stock units. Target long-term incentive values were determined by the Committee by analyzing benchmark data, performance, program cost and total compensation targets. Once the target value was established, the number of shares granted was based on delivering 50% of the value in performance shares, 25% of the value in stock options and 25% of the value in restricted stock units. We believe compensation programs that reward executives for performance with equity in the Company further aligns the interests of executives and shareholders and motivates executives to create long-term shareholder value.

All equity-based awards, including stock options, are generally granted on the last Thursday of each August. The number of shares granted each year fluctuates based on our stock price and other equity unit valuation methods (i.e., Black-Scholes for stock options). However, the grant date may be adjusted if the Committee anticipates the release of material nonpublic information.

Performance Shares

We grant performance shares to emphasize our pay for performance philosophy and to balance out the volatility associated with stock options. The Committee targets a certain dollar value for each performance share grant. The number of performance shares granted is then determined based on the stock price at the date of grant, and is calculated using the formula of (A) targeted value of performance share grant divided by (B) the stock price at the date of grant.

Performance shares granted in fiscal 2020 for all Brinker NEOs will be earned based on our CAGR in Adjusted EPS (as defined in the plan document) as compared to a target CAGR of 10.0% over a three-year measurement period ending in fiscal 2022. The Company’s Adjusted EPS will be calculated in accordance with the terms of the underlying plan document, which requires the Committee to make adjustments to the Company’s EPS calculated in accordance with GAAP in order to include or exclude the effects of certain items, for example, pandemics, restructuring charges and impairment charges. The Committee expects to make adjustments under the fiscal 2020 Performance Share Plan to neutralize the impact of the COVID-19 pandemic. As discussed earlier in this CD&A, the Committee makes adjustments per the plan documents to avoid windfall compensation and to avoid penalizing management for unanticipated, extraordinary one-time events. These adjustment provisions in our compensation plans are dictated by plan terms and are not discretionary under the plan document. They reflect an important feature of our compensation program that helps to retain and motivate executives with achievable targets within their control.

The target performance share award (which is granted near the beginning of the measurement period) is adjusted by the payout percentage determined after the end of the performance period, which ranges from 0% to 200% (see chart below). To earn 100% of a target award, the Company must achieve a 10.0% CAGR in Adjusted EPS over the measurement period. To determine earned shares, the number of performance shares awarded will be multiplied by the distribution percentage corresponding to the Company’s CAGR at the end of the measurement period. The distribution percentage is determined using linear interpolation between 0.1% CAGR up to 20.0% CAGR (Ex. 15.1% CAGR = 151.0% earned share distribution), as demonstrated in the table below.

Earned 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).

Maggiano’s Performance Shares

The Former President of Maggiano’s received 100% of his long-term incentive award opportunity in the form of performance shares under the Maggiano’s Performance Share Plan. The fiscal 2020 Maggiano’s Performance Share Plan allows for participants to earn performance shares based on Maggiano’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) in fiscal 2022 compared to a target adjusted EBITDA for fiscal 2022. The Committee set the target adjusted EBITDA for fiscal 2022 at a level requiring significant growth in EBITDA over the measurement period. To determine earned shares, the number of performance shares awarded will be multiplied by a distribution percentage corresponding to the Maggiano’s Adjusted EBITDA at the end of the measurement period. The distribution percentage is determined using linear interpolation between modeled Adjusted EBITDA achievement levels, with $2,250,000 in Adjusted EBITDA greater than the target Adjusted EBITDA equating to a 200% Distribution Percentage and $2,250,000 in Adjusted EBITDA less than the target Adjusted EBITDA equating to a 0% Distribution Percentage. The number of shares earned as determined by Adjusted

EBITDA will be further modified by multiplying the earned shares by the Achieved Shared Modifier that corresponds to the Comp Sales achieved by Maggiano’s for the last fiscal year of the Measurement Period as demonstrated in the table below.

Earned shares are generally 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. The Former President of Maggiano’s remains eligible to earn a prorated portion of his performance shares (based on the number of months in the measurement period he was employed) under the fiscal 2020 Maggiano’s Performance Share Plan based on the achievement, if any, of Maggiano’s of the applicable targets in fiscal 2022.

Stock Options

Stock options are intended to motivate participants to increase our stock price as they only have value if the market price of our stock increases over the closing price of our common stock on the date of grant. The actual value realized from stock options is dependent on both the increase in our stock price and each participant’s decision on when to exercise. Our stock options vest 25% per year over four years and have a term of eight years. We target a certain dollar value for each stock option grant. The number of stock options granted is determined by the option fair value at the date of grant, and is calculated using the formula of (A) targeted value of stock option grant divided by (B) the grant date fair value of each option as determined by the Black-Scholes valuation method.

Restricted Stock Units

Restricted stock units are intended to align participants to increase our stock price while acting as a retention tool, with shares only vesting with continued employment for three years, subject to acceleration in the event of qualified retirement, death, disability or certain involuntary terminations.

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 the Executive Officers, including the 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 Executive Officers, including the NEOs, with perquisites that are generally intended to promote their well-being and efficiency. The Committee reviews the perquisites during our annual benchmarking process for reasonableness and consistency with competitive practice. We currently provide our Executive Officers (including the NEOs, with the exception of the CEO) with the following perquisites:

The CEO receives only a dining card, an annual executive physical and a mobile communication device allowance.

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 Profit Sharing Plan and our 401(k) Plan.

Savings Plans

Our 401(k) Plan and Deferred Income Plan (“Deferred Plan”) are designed to provide the Company’s team members with competitive tax-deferred long-term 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, including those who may be classified as highly compensated by the IRS, 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. Prior to May 13, 2020 the Company matched 100% of each participant’s contribution up to the first 3% of the participant’s base salary and bonus contributed to the plan and 50% up to the next 2% of the participant’s base salary and bonus up to the IRS limits with all Company contributions vesting immediately. In order to preserve cash during the COVID-19 pandemic, the Company match was suspended for all participants on May 13, 2020 for the remainder of the calendar year.

Deferred Plan

The Deferred Plan is a non-qualified deferred compensation plan available to all of our officers, including the NEOs; however, none of our NEOs currently participate in the Deferred Plan.

Other Executive Compensation Program Elements

Performance-Based Options

Executive Special Equity Awards (“Performance-Based Options”) were approved in fiscal 2018 and fiscal 2019 by the Committee to incentivize a select group including Mr. Roberts and Mr. Provost to continue leading the Company during a transformative period in the industry and to further align their compensation with Company performance and increases in shareholder value. All or a portion of the Performance-Based Options may vest in accordance with the following terms and conditions, subject to continued employment through the applicable vesting date:

As discussed in the Pay for Performance section of this CD&A, the Committee applies its pay for performance philosophy to make adjustments under our compensation plans so that when certain extraordinary events occur our executives are neither paid windfall compensation nor penalized with unachievable targets. The Committee intends to adjust the EPS targets for both the 2021 EPS Performance Condition and the 2022 EPS Performance Condition so that the targets are both as challenging and as achievable as they were before the pandemic occurred. These adjustments have not yet been made because the Committee continues to evaluate the ongoing impact of the pandemic on the Company, the Company’s performance relative to peers, the impact of COVID-19 on the Company’s peers and the potential adjustments to the targets that would be consistent with the sustained, superior performance expected for the vesting of the Performance-Based Options.

The Committee’s intention to make adjustments is aligned with shareholder interests and also important for retaining Mr. Roberts and Mr. Provost through the performance period, both of whom are currently retirement-eligible. The Committee communicated to Mr. Roberts and Mr. Provost their intent to make future adjustments near the end of the Company’s fiscal year in June 2020, when the Company’s stock price was significantly below the exercise prices of the Performance-Based Options. Because the exercise prices of the Performance-Based Options were not changed, the Committee communicated to the participating NEOs that in order to realize any value from the Performance-Based Options they would have to both meet the applicable adjusted EPS target and drive the Company’s share price significantly higher. Subsequently, management executed the unprecedented launch and successful initial growth of the It’s Just Wings brand discussed in this

CD&A, and continued to take significant market share with the Chili’s business. The Company’s stock price increased from $23.53 as of the end of fiscal 2020 to $45.04 as of August 31, 2020, the end of the month prior to filing this proxy.

The Performance-Based Options granted in fiscal 2018 have an exercise price of $31.22 and the Performance-Based Options granted in fiscal 2019 have an exercise price of $43.83, and the latest date the options can be exercised is August 31, 2025. The Committee believes its intention to make appropriate adjustments under the Performance-Based Options plan has and will continue to motivate our executives to grow shareholder value through successful multi-year strategies and to adapt and innovate in the new challenging circumstances presented by the COVID-19 pandemic.

Maggiano’s Long Term Plan

In fiscal 2020, the Committee and the Board approved the Maggiano’s Little Italy Change in Control and Long Term Incentive Plan (the “Maggiano’s Long Term Plan”) and the opportunity for the Former President of Maggiano’s to earn 70% of the total potential bonus pool under the Maggiano’s Long Term Plan. Under the Maggiano’s Long Term Plan, a cash bonus pool will be available for awards to participants at the end of the Company’s 2024 fiscal year in the event that Maggiano’s EBITDA has a five-year compound annual growth rate (“CAGR”) that meets or exceeds target levels designated by the Committee. No awards will be made if the EBITDA CAGR does not meet the minimum threshold. The Committee set the target EBITDA CAGR at levels difficult to achieve that require significant growth in EBITDA that exceed target growth levels under the existing Maggiano’s Performance Share Plan and that require the elevated performance to be sustained for a longer period of time. In the event a change of control of Maggiano’s (excluding a change in control of the entire Company) occurs before the end of the Company’s 2024 fiscal year, a cash bonus pool may be available for awards to participants in an amount equal to a percentage multiplied by the incremental value generated from the change in control of Maggiano’s over a Committee-approved base value. The Maggiano’s Long Term Plan requires significant value creation in order for participants to achieve any payment in the event of a change of control of Maggiano’s. Mr. Baltes forfeited his award opportunity under the Maggiano’s Long Term Plan in connection with his departure from the Company, and no other NEOs or Executive Officers participate in the Maggiano’s Long Term Plan.

Retiree Medical Benefits

Select officers, including the NEOs, are eligible to receive retiree medical insurance from us if they meet our definition of retirement (described below in the section entitled 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 70% of the cost paid by the Company and 30% of the cost paid by the participant. Participants are eligible to receive this coverage until age 65.

Career Equity

Career Equity was a restricted stock unit program that worked as a retention device since the shares only vest upon 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 some NEOs still have outstanding unvested restricted stock units related to 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 guidelines for all senior vice presidents and above, including all of our NEOs, define stock ownership to include the value of any shares currently owned; vested, in-the-money stock options (which are valued based on the “in the money” value of the stock option); the value of any unvested restricted stock or restricted stock units; and the value of one-third of any unvested performance shares. We include the value of one-third of the unvested performance shares because on average it is expected that at least one-third of the shares will vest over multiple performance cycles.

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.

The Company has a written insider trading policy that, among other things, prohibits its directors, officers and all employees from engaging in short-sale transactions of Company securities, pledging Company securities, or placing Company securities in margin accounts. Per 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 individual plan documents and our grant agreements contain language stating that if the Board of Directors determines 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, the Board or Committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. 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 36 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 36 months.

Changes to Compensation Programs for Fiscal 2021

The COVID-19 pandemic continues to create uncertainty for when our dining rooms will be fully open, when our guest behaviors will return to normal and what macro-economic factors will look like in the near term, such as employment levels and disposable income. For fiscal 2021, the Committee decided to change the mix of long-term equity compensation in order to reduce the percentage that would be dependent on performance targets that are extremely difficult to set during the ongoing pandemic. The Committee also decided to eliminate stock options from the mix of long term equity due to the high volatility of the Company’s stock price and the positive retentive value for executives of increasing the percentage of compensation paid in RSUs. As a result, the mix of long term equity for fiscal 2021 for our NEOs consists of 80% RSUs and 20% performance shares. The Committee expects to return to higher percentages of executive compensation being paid with performance shares and stock options in fiscal 2022. In addition, for fiscal 2021, targets for the short term incentive plan will be set and achievement measured on a quarterly basis due to the difficultly of setting annual targets during the COVID-19 pandemic.

Equity Compensation Plan Information

The following table summarizes, as of June 24, 2020, the options, performance shares, and RSUs outstanding and shares available for issuance to our officers and team members under the Stock Option and Incentive Plan (“1998 Plan”) and to our directors under the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (“1999 Plan”):

Tax Implications

As one of the factors in its review of compensation matters, the Committee considers the anticipated tax treatment to the Company. The deductibility of some types of compensation for the CEO and other NEOs depends upon the timing of the vesting or exercise of previously granted rights. Prior to the 2017 Tax Cuts and Jobs Act, compensation that satisfied conditions set forth under Section 162(m) of the Internal Revenue Code to qualify as “performance-based compensation” was not subject to a $1 million limit on deductibility, and the limit did not

apply to compensation paid to the CFO. The 2017 Tax Cuts and Jobs Act eliminated the performance-based compensation exception and additionally applies the limit to the CFO and certain former executive officers. However, it provides a transition rule with respect to remuneration which is provided pursuant to a written binding contract which was in effect on November 2, 2017, and which is not materially modified after that date. With the elimination of the exemption for performance-based compensation, we expect that we will be unable to deduct all compensation in excess of $1 million paid to our CEO, CFO and our other NEOs covered by the new tax law, other than previously granted awards that comply with the transition rules. We monitor the application of Section 162(m) and the associated Treasury regulations on an ongoing basis and the advisability of qualifying executive compensation for deductibility. Notwithstanding the repeal of the exemption for “performance-based compensation,” the Committee intends to maintain its commitment to structuring the Company’s executive compensation programs in a manner designed to align pay with performance.

REPORT OF THE COMPENSATION COMMITTEE

The 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,

COMPENSATION COMMITTEE

GEORGE R. MRKONIC (Chair)

CINDY L. DAVIS

WILLIAM T. GILES

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 employment agreements. Furthermore, the Committee retains its own independent compensation consultants to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles and pay opportunity levels.

In fiscal 2020, 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 2020 SUMMARY COMPENSATION TABLE

Fiscal 2020 Grants of Plan-Based Awards Table