EAT

Brinker International, Inc. Form 8-K Summary

Business Context and Reporting Period

This Form 8-K was filed on November 6, 2024, by Brinker International, Inc. (NYSE: EAT), the parent company of Chili's Grill & Bar. The report details corporate governance actions taken on the date of the filing, specifically the approval of a new executive compensation plan and the results of the Annual Meeting of Shareholders.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation arrangements.

Material Changes and Executive Compensation

The Board of Directors approved the Fiscal 2025 Executive Performance Share Retention Plan, granting performance shares to three key executives with the following target values:

• Kevin Hochman (CEO and President): $20,000,000
• Aaron White (EVP and Chief People Officer): $3,000,000
• George Felix (SVP and Chief Marketing Officer): $2,000,000

Plan Terms:

• Performance Period: Five years (September 26, 2024, through September 25, 2029).
• Metric: Total Shareholder Return (TSR) relative to the S&P 1500 Hotels, Restaurants and Leisure Index.
• Target Threshold: 60th percentile of the peer group.
• Payout Range: 0% to 200% of target shares.
• Cap: If TSR is negative, payout is capped at 100% of target. Maximum dollar value is limited to five times the target number of shares multiplied by the grant date stock price.
• Retention: Executives must remain employed through September 25, 2029, to earn shares.

Shareholder Vote Results

The Annual Meeting of Shareholders was held on November 6, 2024. All four proposals were approved:

1. Election of Directors: All 10 nominees were elected. While most received strong support, Joseph M. DePinto received 1,459,427 votes against, and Harriet Edelman received 863,660 votes against.
2. Ratification of Auditors: KPMG LLP was ratified for Fiscal 2025 (39,660,145 For vs. 856,718 Against).
3. Executive Compensation (Say-on-Pay): Approved (35,797,816 For vs. 1,588,181 Against).
4. 2024 Stock Option & Incentive Plan: Approved (36,637,438 For vs. 779,256 Against).

Outlook, Risks, and Contingencies

The filing does not provide specific forward-looking guidance, risk factors, or contingencies beyond the terms of the new compensation plan. The plan includes provisions for treatment of shares in the event of termination without cause, change of control, death, or disability.

Key Facts for Investor Verification

• Verify the specific vesting schedule and performance metrics in the full text of the Fiscal 2025 Executive Performance Share Retention Plan (Exhibit 10.1).
• Monitor the TSR performance of Brinker International relative to the S&P 1500 Hotels, Restaurants and Leisure Index over the next five years to assess potential dilution or payout costs.
• Note the voting dissent for directors Joseph M. DePinto and Harriet Edelman, which may indicate shareholder sentiment regarding board composition.
• Confirm the retention risk associated with the five-year employment requirement for the named executives to receive their awards.