UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2022
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| DE | 1-10275 | 75-1914582 | ||||||||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| 3000 Olympus Blvd | ||||||||||||||||||||
| Dallas | TX | 75019 | ||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
| (972) | 980-9917 | |||||||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
Common Stock, $0.10 par value | EAT | NYSE | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Brinker International, Inc. (the “Company”) was held on November 17, 2022. Matters voted upon by shareholders at that meeting were:
Proposal 1
Each of management’s nominees was elected as a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.
| Number of Shares Voted | ||||||||||||||
| Name | For | Against | Withheld | Broker Non-Vote | ||||||||||
| Frances L. Allen | 37,142,225 | 130,399 | 25,614 | 3,247,062 | ||||||||||
| Cynthia L. Davis | 37,127,190 | 145,958 | 25,090 | 3,247,062 | ||||||||||
| Joseph M. DePinto | 36,465,382 | 806,421 | 26,435 | 3,247,062 | ||||||||||
| Harriet Edelman | 36,691,977 | 582,920 | 23,341 | 3,247,062 | ||||||||||
| William T. Giles | 37,136,374 | 137,514 | 24,350 | 3,247,062 | ||||||||||
| Kevin D. Hochman | 37,204,742 | 69,293 | 24,203 | 3,247,062 | ||||||||||
| Ramona T. Hood | 37,191,728 | 82,509 | 24,001 | 3,247,062 | ||||||||||
| James C. Katzman | 37,060,158 | 206,408 | 31,672 | 3,247,062 | ||||||||||
| Prashant N. Ranade | 37,134,939 | 136,733 | 26,566 | 3,247,062 | ||||||||||
Proposal 2
The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2023 was approved. The results were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 40,004,635 | 519,688 | 20,977 | 0 | ||||||||
Proposal 3
The proposal on executive compensation was approved. The results were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 36,119,618 | 1,142,859 | 35,761 | 3,247,062 | ||||||||
Proposal 4
The proposal on amendment of Company’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants was approved. The results were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 36,563,813 | 694,949 | 39,476 | 3,247,062 | ||||||||
Proposal 5
The shareholder proposal requesting a report on measures the Company is taking to end the use of medically important antibiotics in the Company’s beef and pork supply chain was not approved. The results were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 7,993,341 | 28,913,456 | 391,441 | 3,247,062 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRINKER INTERNATIONAL, INC., a Delaware corporation | |||||||||||
| Dated: November 21, 2022 | By: | /s/ KEVIN D. HOCHMAN | |||||||||
| Kevin D. Hochman, | |||||||||||
| Chief Executive Officer and President | |||||||||||
| and President of Chili’s Grill & Bar | |||||||||||
| (Principal Executive Officer) | |||||||||||