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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 11-K


ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2021
OR 
¨TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition year from              to             
Commission File No. 1-10275

A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
https://cdn.kscope.io/060d7b6d65e356e2124133a1071cd497-brinkerdiamond-hiresa.jpg
BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
 
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Brinker International, Inc.
3000 Olympus Blvd.
Dallas, Texas 75019



BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
TABLE OF CONTENTS
 Page
Financial Statements:
Supplemental Schedules:*
*All other schedules required by Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants, Plan Administrator and Savings Plan Administrative Committee of the
Brinker International 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Brinker International 401(k) Savings Plan (the “Plan”) as of December 31, 2021 and 2020, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedules of Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the Year Ended December 31, 2021 and Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2021, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/S/ WHITLEY PENN LLP
We have served as the Plan’s auditor since 2007.
Plano, Texas
May 26, 2022
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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2021 and 2020
20212020
ASSETS
Investments - at fair value (Note 3)$391,479,826 $353,981,718 
Receivables:
Employer contributions137,193 — 
Participants’ contributions442,152 330,130 
Notes receivable from participants9,960,351 11,261,788 
Total receivables10,539,696 11,591,918 
Total assets$402,019,522 $365,573,636 
LIABILITIES
Excess contributions payable$— $2,305,128 
Total liabilities$— $2,305,128 
Net assets available for benefits$402,019,522 $363,268,508 
See accompanying Notes to Financial Statements.
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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2021 and 2020
20212020
Additions:
Contributions:
Participants$21,095,358 $16,671,295 
Rollovers4,273,999 1,956,114 
Employer10,363,754 3,424,319 
Total contributions35,733,111 22,051,728 
Investment income:
Net appreciation in fair value of investments24,327,682 55,700,952 
Interest and dividends20,271,466 9,518,251 
Total investment income44,599,148 65,219,203 
Interest on notes receivable from participants599,612 650,224 
Total additions80,931,871 87,921,155 
Deductions:
Benefits paid to participants41,721,805 52,512,735 
Administrative fees459,052 411,406 
Total deductions42,180,857 52,924,141 
Net increase38,751,014 34,997,014 
Net assets available for benefits at beginning of year363,268,508 328,271,494 
Net assets available for benefits at end of year$402,019,522 $363,268,508 
See accompanying Notes to Financial Statements.
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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
The following description of the Brinker International (the “Company” or “Brinker”) 401(k) Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
General
The Company originally adopted the Plan effective January 1, 1993. The Plan is a qualified defined contribution retirement plan covering eligible employees as defined below. The Plan was most recently amended and restated in its entirety effective June 4, 2021, primarily for the purpose of adopting a new pre-approved plan document as required by the Internal Revenue Service (“IRS”). The Plan was also amended and restated effective January 1, 2021 in order to reinstate the safe harbor matching employer contributions which restored its safe harbor status. The Plan previously lost its safe harbor status when it removed the safe harbor matching employer contributions effective May 10, 2020.
The Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed by the U.S. Senate on March 26, 2020. In April 2020, the Plan adopted certain changes to participant distributions and loans as permitted by the CARES Act, discussed further in Payment of Benefits and Notes Receivable from Participants.
The investments of the Plan are maintained in a trust (the “Trust”) by Fidelity Management Trust Company (the “Trustee”) and the recordkeeping functions are performed by Fidelity Workplace Services LLC (the “Recordkeeper”).
Eligibility
An employee may become a participant on the first of the month following the date the employee has both attained the age of twenty-one and completed 90 days of eligible service. Employees who were previously employed by certain franchisees whose restaurants were acquired by Brinker may become eligible for participation based on their service with the franchisee.
Leased employees, non-US citizens and union employees without specific contract provisions are not eligible to participate in the Plan.
Contributions
Contributions are subject to IRS limitations on total annual contributions, as well as plan limitations which stipulate that up to 50% of eligible base compensation including tips and 100% of eligible bonuses, as defined in the Plan, may be contributed to various investment funds on a tax-deferred basis. Eligible participants age 50 or older by the end of a calendar year are permitted to make catch-up contributions to the Plan up to the deferral amount allowed by the Internal Revenue Code (“IRC”). Participants may also roll over eligible amounts from other qualified retirement plans, as defined in the plan document, into the Plan.
Effective January 1, 2021, the Company reinstated the safe harbor matching employer contributions. The Company matches in cash at a rate of 100% of the first 3% of pay and 50% of the next 2% of pay for a participant’s compensation, as defined in the Plan, up to the maximum deferrable amount allowed by the IRC. As a result of the amendment and restatement, discretionary employer contributions are no longer permitted. The Plan previously lost its safe harbor status when it removed the safe harbor matching employer contributions effective May 10, 2020. Prior to May 10, 2020, the safe harbor matching employer contributions were at the same rate that is currently in effect.
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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
Active hourly-tipped participants may elect to make voluntary after-tax contributions for each pay period under the Plan. The employee contributions may be made only from the participant’s compensation representing tip income that is not paid through the Company’s payroll and may contribute up to 100% of such tip income. An active participant may not make contributions for any period in which such person is not accruing hours of service with the Company.
Amounts payable to participants of $2.3 million for contributions in excess of amounts allowed by the IRS and the attributable earnings are recorded as a liability at December 31, 2020, with a corresponding reduction to contributions and investment income for the year ended December 31, 2020. The Plan distributed the 2020 excess contributions to the applicable participants by March 15, 2021.
Participants’ Accounts
Participant and Company matching contributions are invested in accordance with participants’ elections. Participants may invest in various instruments including money market funds, mutual funds and Brinker common stock. Participants’ accounts are adjusted with the proportionate share of gains or losses generated by their elected investments.
Vesting
Participants are immediately vested in both employee and employer matching contributions, rollover contributions and the earnings thereon.
Payment of Benefits
Distributions under the Plan may be made upon a participant’s death, disability, retirement or termination of employment. Actively employed participants may withdraw a portion of their vested account balance due to a financial hardship under certain circumstances as defined in the plan document and in accordance with IRS regulations. Actively employed participants may also take a withdrawal from their rollover and after-tax account types within the Plan without meeting one of the hardship criteria. Actively employed participants may withdraw all, or any portion, of the vested balance in their accounts after reaching age 59½. Benefit payments may be made in the form of a single lump sum payment, a direct rollover into an Individual Retirement Account or another qualified plan, or periodic payments, as applicable.
In accordance with the CARES Act, the Plan permitted eligible Plan participants to request penalty-free distributions of up to $100,000 for qualifying coronavirus-related reasons. These reasons include adverse financial consequences due to being quarantined, furloughed, laid off, having work hours reduced or being unable to work due to a lack of childcare due to COVID-19. The Plan made $16.3 million of CARES Act distributions during the year ended December 31, 2020.
Forfeited Accounts
If a participant has terminated service and the Recordkeeper is unable to locate the participant or beneficiary to whom an account is distributable, then the Recordkeeper may move the unclaimed balance into the forfeiture account. Forfeited accounts for the years ended December 31, 2021 and 2020 were not significant.
Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance. A participant may have up to two loans outstanding at a time; however, the total outstanding balance of all loans may not exceed the lesser of $50,000 or 50% of the participant’s vested account balance. Loan terms range from six months to 5 years or up to 15 years for the purchase of a primary residence. Maturities range from 2022 through 2036 as of December 31, 2021. The loans are secured
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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
by the participant’s account and bear interest at a rate of 1% above the prime lending rate which is determined at the end of the month prior to the month in which the loan request is made. Interest rates on outstanding loans ranged from 4.25% to 6.50% as of December 31, 2021 and from 4.25% to 9.25% as of December 31, 2020. Principal and interest payments are made through bi-weekly payroll deductions.
In accordance with the CARES Act, the Plan permitted qualifying participants to delay loan repayments that were due between March 27, 2020 and December 31, 2020.
Administrative Expenses
The Company shares the cost of administrative expenses related to the Plan with actively employed participants, except for transactional fees related to participant-directed actions on their account which are paid by the participant. Non-employee participants are responsible for the annual administration fees for their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s money market funds, mutual funds and Company common stock fund are stated at fair value using quoted market prices. Refer to Note 3 for additional disclosures.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Income from investments is recorded as earned on an accrual basis.
Notes Receivable from Participants
Notes receivable from participants are valued at the outstanding principal balance, which represents the exit value upon collection, either by repayment or by deemed distribution if not repaid.
Payment of Benefits
Benefits are recorded when paid. 
Contributions
Participant and employer contributions are accrued in the period that payroll deductions are made from plan participants in accordance with salary deferral agreements and as such, become obligations of the Company and assets of the Plan.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Plan’s change in net assets available for benefits or net assets available for benefits as previously reported.
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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
3. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value measurements are categorized in three levels based on the types of significant inputs used, as follows:
•Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
•Level 2 – observable inputs available at the measurement date other than quote prices included in Level 1
•Level 3 – unobservable inputs that cannot be corroborated by observable market data
The methodologies used to measure the fair value of each major category of investments are as follows:
•Money market funds are valued based on the short-term cash component as of the measurement date and are classified within Level 1.
•Mutual funds are valued at the total market value of the underlying assets based upon the publicly quoted price of each fund multiplied by the respective number of shares held as of the measurement date and are classified within Level 1.
•Brinker common stock fund is valued at the combined market value of the underlying stock based upon the closing price of the stock on its primary exchange times the number of shares held and the short-term cash component as of the measurement date and is classified within Level 1.
These methodologies were consistently applied as of December 31, 2021 and 2020.
The following tables present the fair value of financial instruments as of December 31, 2021 and 2020 by type of asset. The Plan has no investments that are classified as Level 2 or Level 3 as of December 31, 2021 and 2020.
As of December 31, 2021
Fair value of assets Quoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Money market$11,173,356 $11,173,356 $— $— 
Mutual funds365,276,815 365,276,815 — — 
Brinker common stock fund15,029,655 15,029,655 — — 
Total investments at fair value$391,479,826 $391,479,826 $— $— 
As of December 31, 2020
Fair value of assetsQuoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Money market$13,235,925 $13,235,925 $— $— 
Mutual funds316,423,237 316,423,237 — — 
Brinker common stock fund24,322,556 24,322,556 — — 
Total investments at fair value$353,981,718 $353,981,718 $— $— 
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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
4. RELATED-PARTY AND PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments consist of money market and mutual funds managed by the Trustee, Fidelity Management Trust Company. As a result, these transactions qualify as party-in-interest transactions. The Plan also invests in common stock of Brinker. Transactions involving Brinker common stock qualify as party-in-interest and related-party transactions because Brinker is the sponsor of the Plan. All of these party-in-interest transactions are exempt from the prohibited transaction rules. Notes receivable from participants are also considered to be exempt party-in-interest transactions.
5. CONCENTRATION
At December 31, 2021 and 2020, the Brinker common stock fund approximated $15.0 million and $24.3 million, respectively, and represented approximately 3.8% and 6.9%, respectively, of the Plan’s total investments at fair value.
6. PLAN TERMINATION
Although it has no present intention to do so, the Company may terminate the Plan at any time subject to the provisions of ERISA.
7. INCOME TAX STATUS
In June 2021, the Plan was restated and adopted a pre-approved plan document. The sponsor of the pre-approved plan document received an opinion letter from the IRS dated June 30, 2020, stating that the form of the underlying pre-approved plan document is qualified under Section 401 of the IRC and that any employer adopting this form of the plan will be considered to have a plan qualified under Section 401(a) of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualified status. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes the Plan is qualified and the related Trust is tax-exempt as of the financial statement date.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2021, there are no uncertain tax positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
8. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks, and global events. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits. It is not possible at this time to reasonably estimate the possible loss or range of loss, if any. Management further cautions that it is not possible to see all such factors, and financial statement users should not consider the identified factors as a complete list of all risks and uncertainties.

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BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of Total deductions per the Financial Statements at December 31, 2021 to Form 5500:
Total deductions per the Financial Statements
$42,180,857 
Add: Excess contributions paid to participants2,305,128 
Total expenses per the Form 5500$44,485,985 
The following is a reconciliation of Net assets available for benefits per the Financial Statements at December 31, 2020 to Form 5500:
Net assets available for benefits per the Financial Statements$363,268,508 
Excess contributions payable to participants2,305,128 
Net assets available for benefits per the Form 5500$365,573,636 
The following is a reconciliation of Total additions per the Financial Statements at December 31, 2020 to Form 5500:
Total additions per the Financial Statements$87,921,155 
Add: Excess contributions payable to participants2,305,128 
Total income per the Form 5500$90,226,283 
The reconciling items noted above are due to the difference in the method of accounting used in preparing the Form 5500 as compared to the Plan’s Financial Statements.
10. SUBSEQUENT EVENTS
In preparing the accompanying Financial Statements, management of the Plan has evaluated all subsequent events and transactions for potential recognition or disclosure through May 26, 2022, the date the Financial Statements were available for issuance.
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EIN: 75-2354902
PLAN # 001
BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
Form 5500 Schedule H, Line 4a — Schedule of Delinquent Participant Contributions
Year Ended December 31, 2021
Participant Contributions Transferred Late to PlanTotal that Constitute Nonexempt Prohibited TransactionsTotal Fully Corrected Under VFCP and PTE 2002-51
Check here if Late Participant Loan Repayments are Included:Contributions Not CorrectedContributions Corrected Outside VFCPContributions Pending Correction in VFCP
¨$2,738$—$—$—

See accompanying Report of Independent Registered Public Accounting Firm.
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EIN: 75-2354902
PLAN # 001
BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
Form 5500 Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2021
(a)(b)(c)(d)(e)
Identity of issue,
borrower, lessor or similar party		Description of investment including maturity date, rate of interest, collateral, par or maturity valueCostCurrent
Value
Money market:
*Fidelity Investments Money Market Government Portfolio-Class I11,173,356 shares$11,173,356 
Mutual funds:
*Fidelity Contrafund K62,494,457 shares58,220,628 
*Fidelity 500 Index Fund212,447 shares35,121,685 
American Funds 2040 Target Date Retirement Fund Class R-61,585,896 shares32,859,773 
American Funds 2035 Target Date Retirement Fund Class R-61,474,824 shares28,936,053 
American Funds 2045 Target Date Retirement Fund Class R-61,183,316 shares25,251,962 
American Funds 2050 Target Date Retirement Fund Class R-61,059,780 shares22,350,765 
American Funds 2030 Target Date Retirement Fund Class R-61,222,608 shares21,847,997 
Neuberger Berman Genesis Fund Class R6272,121 shares20,338,291 
American Funds EuroPacific Growth Fund Class R-6267,521 shares17,316,604 
*Fidelity Small Cap Growth K6 Fund965,237 shares16,264,240 
American Funds 2055 Target Date Retirement Fund Class R-6532,232 shares14,152,059 
PIMCO Total Return Fund Institutional Class1,341,289 shares13,775,038 
American Beacon Large Cap Value Fund R5 Class466,138 shares13,159,076 
American Funds 2025 Target Date Retirement Fund Class R-6803,284 shares12,989,094 
BNY Mellon Small Cap Value Fund Class I318,810 shares7,374,076 
*Fidelity Extended Market Index Fund70,336 shares6,134,004 
American Funds 2060 Target Date Retirement Fund Class R-6291,672 shares5,215,099 
American Funds 2020 Target Date Retirement Fund Class R-6332,747 shares4,764,943 
American Funds 2015 Target Date Retirement Fund Class R-6300,868 shares3,941,364 
Vanguard Inflation-Protected Securities Fund Admiral Shares138,227 shares3,931,181 
*Fidelity Total International Index Fund92,949 shares1,332,883 
365,276,815 
*Brinker Common Stock Fund411,084 shares15,029,655 
*Participant LoansInterest rates from 4.25% to 6.50% and maturity dates from 2022 through 2036$— 9,960,351 
Total$401,440,177 
 *    Party-in-interest
See accompanying Report of Independent Registered Public Accounting Firm.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
Date: May 26, 2022By:/S/ JASON LANDRY
Jason Landry,
Plan Administrator

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Document

Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-42224 and No. 333-105720 on Form S-8 of Brinker International, Inc. of our report dated May 26, 2022, with respect to the statements of net assets available for benefits of the Brinker International 401(k) Savings Plan as of December 31, 2021 and 2020, the related statements of changes in net assets available for benefits for the years then ended, and the related supplemental schedules of Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the Year Ended December 31, 2021 and Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2021, which report appears in the December 31, 2021 annual report on Form 11-K of the Brinker International 401(k) Savings Plan for the year ended December 31, 2021.

/S/ WHITLEY PENN LLP

Plano, Texas
May 26, 2022
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Exhibit 99
CERTIFICATION
In connection with the Annual Report of the Brinker International 401(k) Savings Plan (the “Plan”) on Form 11-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason Landry, Plan Administrator of the Plan, who performs the equivalent to a chief executive officer and chief financial officer of the Plan, hereby certifies, pursuant to 18. U.S.C. Section 1350, that, on the date hereof, (a) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and (b) that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
Date: May 26, 2022By:/S/ JASON LANDRY
Jason Landry,
Plan Administrator
Brinker International 401(k) Savings Plan
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