Brinker International Elects New Director, Adjusts Officer Compensation

TL;DR

Brinker International (EAT) shakes up board, names Kevin Johnson as new director and CEO, adjusts exec pay.

AI Summary

On February 12, 2025, Brinker International, Inc. reported the departure of director Joseph A. De Pinto and the election of new director Kevin M. Johnson. Additionally, the company announced compensatory arrangements for certain officers, including a new employment agreement for its President and Chief Executive Officer, Kevin M. Johnson.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and leadership, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directorship and executive compensation can introduce uncertainty regarding future strategic direction and operational stability.

Key Players & Entities

• Brinker International, Inc. (company) — Registrant
• Joseph A. De Pinto (person) — Departing Director
• Kevin M. Johnson (person) — Newly Elected Director and President & CEO
• February 12, 2025 (date) — Date of earliest event reported

FAQ

From the Filing

0000703351-25-000009.txt : 20250218 0000703351-25-000009.hdr.sgml : 20250218 20250218163618 ACCESSION NUMBER: 0000703351-25-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20250212 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250218 DATE AS OF CHANGE: 20250218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRINKER INTERNATIONAL, INC CENTRAL INDEX KEY: 0000703351 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 751914582 STATE OF INCORPORATION: DE FISCAL YEAR END: 0625 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10275 FILM NUMBER: 25635614 BUSINESS ADDRESS: STREET 1: 3000 OLYMPUS BLVD. CITY: DALLAS STATE: TX ZIP: 75019 BUSINESS PHONE: 9729809917 MAIL ADDRESS: STREET 1: 3000 OLYMPUS BLVD. CITY: DALLAS STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: BRINKER INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHILIS INC DATE OF NAME CHANGE: 19910528 8-K 1 eat-20250212.htm 8-K eat-20250212 0000703351 false 0000703351 2025-02-12 2025-02-12 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): February 12, 2025 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Timothy Johnson to the Board of Directors On February 12, 2025, Timothy Johnson was appointed to the Board of Directors (the “Board”) of Brinker International, Inc. (the “Company”). As of this date, Mr. Liberio has not been assigned to any of the Committees of the Board. Compensatory Arrangement for Mike Ware, Executive Vice President and Chief Financial Officer On February 18, 2025, the Board approved that Mika Ware, the Company’s Executive Vic