Brinker International Files 8-K/A Amendment

TL;DR

Brinker International amended its 8-K filing regarding director changes and executive pay.

AI Summary

Brinker International, Inc. filed an amendment (8-K/A) on June 11, 2024, to a report originally dated February 22, 2024. This amendment pertains to the departure of directors or certain officers, the election of directors, and compensatory arrangements for certain officers. Specific details regarding the individuals involved, their roles, and the exact nature of the compensatory arrangements are not fully elaborated in the provided text but are the subject of this amendment.

Why It Matters

This filing indicates changes in the company's board of directors and executive compensation, which can signal shifts in corporate governance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings concerning director changes and executive compensation can sometimes precede significant strategic shifts or indicate internal adjustments that may impact the company's future performance.

Key Players & Entities

• BRINKER INTERNATIONAL, INC. (company) — Registrant
• February 22, 2024 (date) — Original report date
• June 11, 2024 (date) — Amendment filing date
• DE (jurisdiction) — State of Incorporation
• 75-1914582 (identifier) — I.R.S. Employer Identification No.
• 3000 Olympus Blvd Dallas TX 75019 (address) — Principal executive offices
• (972) 980-9917 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.10 — ange on which registered Common Stock, $0.10 par value EAT NYSE Check the appropr
• $520,000 — she will earn an annual base salary of $520,000 in her new role. Ms. Ware will also be

Filing Documents

• eat-20240222.htm (8-K/A) — 27KB
• eat-20240222_g1.jpg (GRAPHIC) — 107KB
• 0000703351-24-000022.txt ( ) — 403KB
• eat-20240222.xsd (EX-101.SCH) — 2KB
• eat-20240222_def.xml (EX-101.DEF) — 15KB
• eat-20240222_lab.xml (EX-101.LAB) — 27KB
• eat-20240222_pre.xml (EX-101.PRE) — 16KB
• eat-20240222_htm.xml (XML) — 3KB

From the Filing

eat-20240222 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K/A (Amendment No. 1) ______________________________________________________________________________________________________ Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 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. Explanatory Note Brinker International, Inc. (the "Company") is filing this Form 8-K/A as an amendment to its Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on February 26, 2024 (the "Original Filing") to update the compensation arrangement for Michaela (Mika) M. Ware, who has been appointed as the Company's Chief Financial Officer effective as of June 27, 2024. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As disclosed in the Original Filing, the Company has appointed Mika Ware as the Company's Chief Financial Officer effective as of June 27, 2024. On June 5, 2024, the Board of Directors of the Company determined that Ms. Ware's title on June 27, 2024 will be Executive Vice President and Chief Financial Officer and she will earn an annual base salary of $520,000 in her new role. Ms. Ware will also be entitled to participate in the Company's annual Bonus Plan with a target bonus of 70% of her base salary. Ms. Ware is expected to receive grants of equity-based awards under the Company's Stock Option and Incentive Plan with annual awards in the amount and types disclosed in the Original Filing. 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: June 11, 2024 By: /s/ KEVIN D. HOCHMAN Kevin D. Hochman, Chief Executive Officer and President and President of Chili's Grill & Bar (Principal Executive Officer)