Bloomin' Brands Files 8-K on Material Agreement, Officer Changes

TL;DR

**BLMN just filed an 8-K about a major agreement and officer changes, signaling potential shake-ups.**

AI Summary

Bloomin' Brands, Inc. (BLMN) filed an 8-K on January 2, 2024, reporting an "Entry into a Material Definitive Agreement" and "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers." This indicates a significant corporate event, likely involving a new agreement that could impact the company's governance or strategic direction, potentially related to an activist investor or a change in executive compensation. For investors, this matters because such agreements can signal shifts in management strategy, board composition, or capital allocation, which could influence future stock performance.

Why It Matters

This filing signals potential changes in Bloomin' Brands' corporate governance or strategic direction, which could impact its operational efficiency and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes without full details, creating uncertainty about future strategic direction and potential impacts on the company.

Analyst Insight

A smart investor would monitor subsequent filings or press releases from Bloomin' Brands for specific details regarding the "Material Definitive Agreement" and the nature of the officer changes, as these will clarify the strategic implications and potential impact on the company's valuation.

Key Numbers

• $0.01 — Common Stock Par Value (The par value of Bloomin' Brands' common stock.)

Key Players & Entities

• Bloomin' Brands, Inc. (company) — the registrant filing the 8-K
• January 2, 2024 (date) — date of earliest event reported and filing date
• 001-35625 (other) — Commission File Number for Bloomin' Brands, Inc.
• BLMN (other) — trading symbol for Bloomin' Brands, Inc.
• $0.01 (dollar_amount) — par value of Common Stock

FAQ

Key Financial Figures

• $95,000 — r non-employee directors, as follows: $95,000 annual retainer for service on the Boar
• $155,000 — mpany with a fair market value equal to $155,000. The cash and equity compensation des

Filing Documents

• blmn-20240102.htm (8-K) — 41KB
• ex101-agreement.htm (EX-10.1) — 139KB
• ex991-pressreleasexstarboa.htm (EX-99.1) — 18KB
• blmn-20240102_g1.jpg (GRAPHIC) — 37KB
• blmnlogov3a.jpg (GRAPHIC) — 37KB
• 0001546417-24-000002.txt ( ) — 522KB
• blmn-20240102.xsd (EX-101.SCH) — 2KB
• blmn-20240102_lab.xml (EX-101.LAB) — 27KB
• blmn-20240102_pre.xml (EX-101.PRE) — 15KB
• blmn-20240102_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 2, 2024, Bloomin' Brands (the "Company") entered into a cooperating Agreement (the "Agreement") with Starboard Value LP and certain of its affiliates (collectively, "Starboard"). Pursuant to the Agreement, the Company agreed, among other things, to appoint Dave George, former Chief Operating Officer of Darden Restaurants, Inc., and Jon Sagal, Partner at Starboard Value LP, to the Company's board of directors (the "Board"), effective as of January 2, 2024. The Agreement also provides that the Company will nominate Mr. George and Mr. Sagal for re-election at the 2024 annual meeting of stockholders, in each case for a term expiring at the Company's 2025 annual meeting of stockholders (the "2025 Annual Meeting"). In addition, pursuant to the Agreement, the Company has formed an Operating Committee of the Board (the "Operating Committee"). Mr. George has been appointed to serve as Chair of the Operating Committee. Mr. Sagal and current directors R. Michael Mohan and John J. Mahoney have been appointed as members of the Operating Committee. The Agreement provides Starboard customary rights to designate a replacement director that is reasonably acceptable to the Nominating and Corporate Governance Committee of the Board in the event Mr. Sagal or Mr. George cease to serve as directors under certain circumstances as specified in the Agreement. The Company's appointment and nomination obligations described above fall away if Starboard ceases to hold at least the lesser of 3% of the then-outstanding shares of the Company's common stock and 2,610,619 shares of the Company common stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the "Minimum Ownership Threshold"). Additionally, pursuant to the terms of the Agreement, Mr. Sagal delivered to the Company an irrevocable resignation letter pursuant to which he will resign from the Board and all applicable com

01 Other Events

Item 8.01 Other Events On January 2, 2024, the Company issued a press release announcing the Company's entry into the Agreement, the appointment of Mr. George and Mr. Sagal to the Board, and the formation of the Operating Committee. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Agreement, dated as of January 2, 2024, by and among Bloomin' Brands, Inc, Starboard Value LP and other parties set forth on this signature pages thereto 99.1 Press Release of Bloomin' Brands , Inc. dated January 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLOOMIN' BRANDS, INC. (Registrant) Date: January 2, 2024 By: /s/ Kelly Lefferts Kelly Lefferts Executive Vice President and Chief Legal Officer