What changed in this filing

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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-26 · 129 added, 70 removed, 198 unchanged (50% of the section changed)

9 unchanged sentences

Other Information

Amendments to the Form of Performance Award Agreement

On February 22, 2021, the Compensation Committee of Bloomin’ Brands’ Board of Directors (the “Committee”) approved the following amendments to the Company’s form of Performance Award Agreement under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan (the “Amended Form of PSU Award”):

• Introduction of Relative Total Stockholder Return (“TSR”) Performance Goal

Under the Amended Form of PSU Award, relative TSR is a performance goal which will modify the number of PSUs that vest under each applicable award agreement.

The relative TSR performance goal will be calculated based on the TSR of the Company as compared with companies in a comparison group, which is comprised of companies in the S&P 1500 restaurant index.

The number of PSUs that vest under each applicable award will initially be determined based on the attainment of certain financial or other performance goals, such as adjusted earnings per share.

After this initial determination, the resulting number of PSUs will then be multiplied by seventy-five percent (75%), one hundred percent (100%), or one hundred twenty five percent (125%) based on the level of achievement of the relative TSR performance goal.

Interpolation will not apply to the relative TSR performance goal.

The maximum number of PSUs that vest shall not exceed two hundred percent (200%) of target.

BLOOMIN’ BRANDS, INC.

In deciding to make these amendments, the Committee consulted with Frederic W.

Cook & Co., Inc., the Company’s independent compensation consultant (“FWC”), and evaluated the compensation practices of peer companies and executive compensation trends.

Other than as set forth above, the Amended Form of PSU Award has terms that are substantially consistent with the terms contained in the form of Performance Award Agreement Under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan included as an exhibit to the Company’s Form 8-K filed on May 29, 2020.

The foregoing summary of the Amended Form of PSU Award does not purport to be complete and is qualified in its entirety by the full text of the Amended Form of PSU Award, a copy of which is filed as Exhibit 10.48 to this Annual Report on Form 10-K and incorporated herein by reference.

PSU Grant – David Deno

On February 22, 2021, the Committee approved a one-time special PSU grant to David Deno, the Company’s Chief Executive Officer, with a total grant date fair market value of One Million Dollars (USD $1,000,000).

In deciding to issue this grant to Mr.

Deno, the Committee consulted with FWC.

The grant was made pursuant to the Company’s 2020 Omnibus Incentive Compensation Plan in recognition of Mr.

Deno’s leadership of the Company since being appointed Chief Executive Officer, and to further incentivize go-forward performance.

The Amended Form of PSU Award was utilized for Mr.

Deno’s grant.

Subject to the terms and conditions of the award agreement, the PSUs will vest at the end of a three (3) year performance period and will range between zero percent (0%) and two-hundred percent (200%) of target, depending on the achievement of specified performance goals during the three (3) year performance period, including the relative TSR modifier.

Market Adjustments to Compensation – Chris Meyer

On February 22, 2021, the Committee approved market adjustments to the compensation for Chris Meyer, the Company’s Executive Vice President and Chief Financial Officer.

In making this decision, the Committee consulted with FWC, and evaluated the compensation practices of peer companies and executive compensation trends.

Meyer’s compensation has been adjusted as follows:

Compensation Item New Compensation Amount

Base Salary $525,000

Short-Term Incentive Target % 100 %

Long-Term Incentive Target % 125 %

Total Direct Compensation Target:

The Short-Term Incentive Target % and Long-Term Incentive Target % are expressed as a target percentage of Base Salary.

Incentive compensation for the Company’s named executive officers, including Mr.

Meyer, is subject to the Company’s performance-based short-term incentive plan and the Company’s 2020 Omnibus Incentive Compensation Plan.

BLOOMIN’ BRANDS, INC.

Directors, Executive Officers and Corporate Governance

2 unchanged sentences

The information required by this item relating to our executive officers is included under the caption “Information About Our Executive Officers” in Part I of this Report on Form 10-K.

The information required by this item regarding compliance with Section 16(a) of the Securities Act of 1934 will be included under the caption “Ownership of Securities—Delinquent Section 16(a) Reports” in our Definitive Proxy Statement and is incorporated herein by reference.

We have adopted a Business Conduct and Code of Ethics that applies to all employees.

A copy of our Business Conduct and Code of Ethics is available on our website, free of charge.

The Internet address for our website is www.bloominbrands.com, and the Business Conduct and Code of Ethics may be found on our main webpage by clicking first on “Investors” and then on “Governance—Governance Documents” and next on “Code of Business Conduct and Ethics.”

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, on the webpage found by clicking through to “Code of Business Conduct and Ethics” as specified above.

The information required by this item regarding compliance with Section 16(a) of the Securities Act of 1934 will be included under the caption “Executive Compensation and Related Information—Delinquent Section 16(a) Reports” in our Definitive Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Conduct that applies to all employees.

A copy of our Code of Conduct is available on our website, free of charge.

The Internet address for our website is www.bloominbrands.com, and the Code of Conduct may be found on our main webpage by clicking first on “Investors” and then on “Governance—Governance Documents” and next on “Code of Conduct.”

The information required by this item regarding our Audit Committee will be included under the caption “Proposal No.

18 unchanged sentences

• Consolidated Balance Sheets – December 27, 2020 and December 29, 2019

Consolidated Statements of Operations and Comprehensive Income – Fiscal years 2019 , 2018 , and 2017

• Consolidated Statements of Operations and Comprehensive (Loss) Income – Fiscal years 2020, 2019 and 2018

• Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 2020, 2019 and 2018

4 unchanged sentences

(a)(3) EXHIBITS

DESCRIPTION OF EXHIBITS

FILINGS REFERENCED FOR

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

9 unchanged sentences

4.2 Description of Common Stock

Filed herewith

December 29, 2019 Form 10-K, Exhibit 4.2

4.3 Indenture, dated as of May 8, 2020, between Bloomin’ Brands, Inc.

and Wells Fargo Bank, National Association

May 11, 2020 Form 8-K, Exhibit 4.1

4.4 Form of 5.00% Convertible Senior Notes due 2025

May 11, 2020 Form 8-K, Included as Exhibit A to Exhibit 4.1

10.1 Credit Agreement dated as of November 30, 2017, among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent

December 31, 2017 Form 10-K, Exhibit 10.38

10.2 First Amendment to Amended and Restated Credit Agreement, dated as of May 4, 2020, among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent

May 5, 2020 Form 8-K, Exhibit 10.1

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.3 Royalty Agreement dated April 1995 among Carrabba’s Italian Grill, Inc., Outback Steakhouse, Inc., Mangia Beve, Inc., Carrabba, Inc., Carrabba Woodway, Inc., John C.

12 unchanged sentences

June 29, 2014 Form 10-Q, Exhibit 10.6

BLOOMIN’ BRANDS, INC.

DESCRIPTION OF EXHIBITS

FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.5 Fourth Amendment to Royalty Agreement made and entered into effective May 1, 2017, by and among Carrabba’s Italian Grill, LLC, OSI Restaurant Partners, LLC, Mangia Beve, Inc., Mangia Beve II, Inc., Original, Inc., Voss, Inc., John C.

6 unchanged sentences

333-180615, filed on April 6, 2012, Exhibit 10.8

Lease, dated January 21, 2014, between OS Southern, LLC and MVP LRS, LLC

December 31, 2013 Form 10-K, Exhibit 10.28

10.7* OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007

26 unchanged sentences

September 30, 2013 Form 10-Q, Exhibit 10.1

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.15* Form of Restricted Stock Unit Award Agreement for restricted stock granted to employees and consultants under the Bloomin’ Brands, Inc.

13 unchanged sentences

March 11, 2016 Definitive Proxy Statement

BLOOMIN’ BRANDS, INC.

DESCRIPTION OF EXHIBITS

FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.19* Form of Nonqualified Stock Option Award Agreement for options granted to executive management under the Bloomin’ Brands, Inc.

14 unchanged sentences

10.24* Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

April 9, 2020 Definitive Proxy Statement

10.25* Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands , Inc.

2020 Omnibus Incentive Compensation Plan

May 29, 2020 Form 8-K, Exhibit 10.2

10.26* Form of Nonqualified Stock Option Award Agreement for options granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

May 29, 2020 Form 8-K, Exhibit 10.3

10.27* Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

May 29, 2020 Form 8-K, Exhibit 10.4

10.28* Form of Performance Award Agreement for performance units granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

May 29, 2020 Form 8-K, Exhibit 10.5

10.29* Form of Restricted Cash Award Agreement for cash awards granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

May 29, 2020 Form 8-K, Exhibit 10.6

10.30* Bloomin’ Brands, Inc.

Executive Change in Control Plan, effective December 6, 2012

December 7, 2012 Form 8-K, Exhibit 10.1

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.31* Option Agreement, dated July 1, 2011, by and between Kangaroo Holdings, Inc.

8 unchanged sentences

March 31, 2019 Form 10-Q, Exhibit 10.3

Amended and Restated Employment Agreement dated June 14, 2007, between Joseph J.

Kadow and OSI Restaurant Partners, LLC, as amended on January 1, 2009, June 12, 2009, December 30, 2010 and December 16, 2011

Registration Statement on Form S-1, File No.

333-180615, filed on April 6, 2012, Exhibit 10.29

10.34* Split-Dollar Agreement dated August 12, 2008 and effective March 30, 2006, by and between OSI Restaurant Partners, LLC (formerly known as Outback Steakhouse, Inc.) and Joseph J.

1 unchanged sentence

333-180615, filed on April 6, 2012, Exhibit 10.48

Separation Agreement, dated as of July 31, 2019, by and between Joseph J.

Kadow and OSI Restaurant Partners, LLC

June 30, 2019 Form 10-Q, Exhibit 10.5

10.35* Employment Offer Letter Agreement, dated as of July 30, 2014, between Bloomin’ Brands, Inc.

1 unchanged sentence

December 28, 2014 Form 10-K, Exhibit 10.58

Employment Offer Letter Agreement, dated as of February 12, 2016, between Bloomin’ Brands, Inc.

and Michael Kappitt

March 27, 2016 Form 10-Q, Exhibit 10.3

10.36* Employment Offer Letter Agreement, dated as of July 29, 2016, between Bloomin’ Brands, Inc.

1 unchanged sentence

September 25, 2016 Form 10-Q, Exhibit 10.2

Employment Offer Letter Agreement, dated as of January 15, 2019, between Bloomin’ Brands, Inc.

and Jeff Carcara

March 31, 2019 Form 10-Q, Exhibit 10.1

10.37* Employment Offer Letter Agreement, dated as of March 7, 2019, between Bloomin’ Brands, Inc.

1 unchanged sentence

March 31, 2019 Form 10-Q, Exhibit 10.4

BLOOMIN’ BRANDS, INC.

DESCRIPTION OF EXHIBITS

FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.38* Employment Offer Letter Agreement, dated as of May 1, 2019, between Michael Stutts and Bloomin’ Brands, Inc.

4 unchanged sentences

Herlihy and OS Management, Inc.

Filed herewith

December 29, 2019 Form 10-K, Exhibit 10.38

10.41* Resignation Agreement, effective March 6, 2020, by and between Elizabeth A.

Smith and Bloomin’ Brands, Inc.

Filed herewith

December 29, 2019 Form 10-K, Exhibit 10.39

10.42* Employment Offer Letter Agreement, dated as of February 14, 2020, between Bloomin’ Brands, Inc.

and Gregg Scarlett

December 29, 2019 Form 10-K, Exhibit 10.40

10.43* Amendment to Officer Employment Agreement, dated as of April 6, 2020, between Bloomin’ Brands, Inc.

March 29, 2020 Form 10-Q, Exhibit 10.4

10.44 Agreement dated April 8, 2020, between Bloomin’ Brands, Inc.

and JANA Partners, LLC.

April 9, 2020 Form 8-K, Exhibit 10.1

10.45 Form of Convertible Note Hedge Transactions confirmation

May 11, 2020 Form 8-K, Exhibit 10.1

10.46 Form of Warrant Transactions confirmation

May 11, 2020 Form 8-K, Exhibit 10.2

10.47 Consulting Agreement effective June 1, 2020, by and between Bloomin’ Brands, Inc.

and Joseph J.

March 29, 2020 Form 10-Q, Exhibit 10.6

10.48* Amended Form of Performance Award Agreement for performance units granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

Filed herewith

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.49* Amended Form of Performance Award Agreement with adapted service criteria for performance units granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

Filed herewith

10.50* Form of Restricted Stock Unit Award Agreement with adapted service criteria for restricted stock units granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

Filed herewith

21.1 List of Subsidiaries

12 unchanged sentences

Filed herewith

Inline XBRL Instance Document

Filed herewith

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith

101.INS Inline XBRL Instance Document Filed herewith

101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith

*Management contract or compensatory plan or arrangement required to be filed as an exhibit

4 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 26, 2020

Bloomin’ Brands, Inc.

February 24, 2021 Bloomin’ Brands, Inc.

Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

Signature Title Date

Deno Chief Executive Officer and Director

(Principal Executive Officer)

February 26, 2020

/s/ Christopher Meyer

Executive Vice President and Chief Financial Officer

Deno February 24, 2021

/s/ Christopher Meyer Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Christopher Meyer

February 26, 2020

Christopher Meyer February 24, 2021

Craigie Chairman of the Board and Director February 24, 2021

Beck Director February 24, 2021

Fitzjohn Director February 24, 2021

/s/ John Gainor

John Gainor Director February 24, 2021

/s/ Lawrence Jackson

Lawrence Jackson Director February 24, 2021

/s/ Tara Walpert Levy

Tara Walpert Levy

February 26, 2020

Michael Mohan

Tara Walpert Levy Director February 24, 2021

Mahoney Director February 24, 2021

Michael Mohan

February 26, 2020

Michael Mohan Director February 24, 2021

/s/ Elizabeth A.

Chairman of the Board and Director

February 26, 2020

Smith Director February 24, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures