Brinker International Reports Director Changes & Officer Compensation Adjustments
Ticker: EAT · Form: 8-K · Filed: 2024-11-06T00:00:00.000Z
Sentiment: neutral
Topics: governance, officer-compensation, board-changes, filing
Related Tickers: EAT
TL;DR
Brinker Intl (EAT) filed an 8-K: director changes, new officer comp, shareholder votes, and financials out.
AI Summary
On November 6, 2024, Brinker International, Inc. filed an 8-K report detailing several key events. These include the departure of a director, the election of a new director, and adjustments to compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Director departures and changes in officer compensation can indicate internal shifts or strategic realignments that may carry some level of risk.
Key Numbers
- 0000703351-24-000042 — Accession Number (Unique identifier for the filing)
- 20241106 — Filing Date (Date the report was submitted)
Key Players & Entities
- BRINKER INTERNATIONAL, INC. (company) — Registrant
- November 6, 2024 (date) — Date of Report
- DE (jurisdiction) — State of Incorporation
- 1-10275 (filing_id) — Commission File Number
- 75-1914582 (tax_id) — 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
Who is the departing director and who is the newly elected director?
The filing does not specify the names of the departing or newly elected directors, only that these events occurred.
What specific compensatory arrangements were adjusted for certain officers?
The filing indicates adjustments to compensatory arrangements but does not provide specific details on the nature or extent of these adjustments.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders but does not list the specific proposals.
Are the financial statements included in this filing audited?
The filing mentions 'Financial Statements and Exhibits' are included, but does not specify if they are audited or unaudited.
What is the SIC code for Brinker International, Inc.?
The Standard Industrial Classification (SIC) code for Brinker International, Inc. is 5812, which corresponds to RETAIL-EATING PLACES.
Filing Stats: 987 words · 4 min read · ~3 pages · Grade level 10.9 · Accepted 2024-11-06 17:23:56
Key Financial Figures
- $0.10 — ange on which registered Common Stock, $0.10 par value EAT NYSE Check the appropr
- $20,000,000 — ili's Grill & Bar, at a target value of $20,000,000, (ii) Aaron White, Executive Vice Presi
- $3,000,000 — ef People Officer, at a target value of $3,000,000, and (iii) George Felix, Senior Vice Pr
- $2,000,000 — Marketing Officer, at a target value of $2,000,000. The awards are designed to reward thes
Filing Documents
- eat-20241106.htm (8-K) — 53KB
- brinkerf2025specialretenti.htm (EX-10.1) — 87KB
- eat-20241106_g1.jpg (GRAPHIC) — 107KB
- 0000703351-24-000042.txt ( ) — 535KB
- eat-20241106.xsd (EX-101.SCH) — 2KB
- eat-20241106_def.xml (EX-101.DEF) — 15KB
- eat-20241106_lab.xml (EX-101.LAB) — 27KB
- eat-20241106_pre.xml (EX-101.PRE) — 16KB
- eat-20241106_htm.xml (XML) — 3KB
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of the Company was held on November 6, 2024. Matters voted upon by shareholders at that meeting were: Proposal 1 Each of the management's nominees, was elected, 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 37,402,151 15,063 66,880 3,098,068 Cynthia L. Davis 37,323,564 93,694 66,836 3,098,068 Joseph M. DePinto 35,958,348 1,459,427 66,319 3,098,068 Harriet Edelman 36,554,574 863,660 65,860 3,098,068 William T. Giles 37,149,057 268,298 66,739 3,098,068 Kevin D. Hochman 37,329,391 88,082 66,621 3,098,068 Ramona T. Hood 37,396,507 21,605 65,982 3,098,068 James C. Katzman 37,391,508 25,846 66,740 3,098,068 Frank D. Liberio 37,407,573 6,998 69,523 3,098,068 Prashant N. Ranade 37,387,551 29,496 67,047 3,098,068 Proposal 2 The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2025 was approved. The results were as follows: For Against Abstain Broker Non-Vote 39,660,145 856,718 65,299 0 Proposal 3 The proposal on executive compensation as approved. The results were as follows: For Against Abstain Broker Non-Vote 35,797,816 1,588,181 98,097 3,098,068 Proposal 4 The proposal on the Company's new 2024 Stock Option & Incentive Plan was approved. The results were as follows: For Against Abstain Broker Non-Vote 36,637,438 779,256 67,400 3,098,068 SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 Brinker International, Inc. Fiscal 2025 Executive Performance Share Retention Plan 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 6, 2024 By: /s/ KEVIN D. HOCHMAN Kevin D. Hochman, Chief Executive Officer and President and President of Chili's Grill & Bar (Principal Executive Officer)