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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 47 added, 77 removed, 250 unchanged (33% 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.

Amendment to CEO Employment Agreement

On February 21, 2022, the Company entered into the Second Amendment to Amended and Restated Officer Employment Agreement (the “Second Amendment”) with David J.

Deno, the Company’s Chief Executive Officer.

Pursuant to the Second Amendment, effective February 21, 2022, Mr.

Deno’s annual base salary was increased to One Million Dollars ($1,000,000) and his long-term incentive award target was increased to 4.35 times his annual base salary (collectively, the “Market Adjustment”).

The increase to Mr.

Deno’s annual base salary and related annual incentive compensation target will be pro-rated for 2022.

The Market Adjustment was reviewed and approved by the Company’s Compensation Committee after consultation with Frederic W.

Cook & Co., Inc., the Compensation Committee’s independent compensation consultant and brings Mr.

Deno’s total target compensation level more in-line with the Company’s peer group benchmark.

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

BLOOMIN’ BRANDS, INC.

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• Consolidated Balance Sheets – December 26, 2021 and December 27, 2020

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

• Consolidated Statements of Operations and Comprehensive Income (Loss) – Fiscal years 2021, 2020 and 2019

• Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 2021, 2020 and 2019

6 unchanged sentences

INCORPORATION BY REFERENCE

3.1 Second Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc.

Registration Statement on Form S-8, File No.

333-183270, filed on August 13, 2012, Exhibit 4.1

3.1 Third Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc.

May 19, 2021 Form 8-K, Exhibit 3.1

3.2 Third Amended and Restated Bylaws of Bloomin’ Brands, Inc.

11 unchanged sentences

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

4.5 Indenture, dated as of April 16, 2021, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee

April 20, 2021 Form 8-K, Exhibit 4.1

4.6 Form of 5.125% Senior Notes due 2029

April 20, 2021 Form 8-K, Included as Exhibit A to Exhibit 4.1

10.1 Second Amended and Restated Credit Agreement, dated April 16, 2021, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative Agent

April 20, 2021 Form 8-K, Exhibit 10.1

BLOOMIN’ BRANDS, INC.

20 unchanged sentences

June 25, 2017 Form 10-Q, Exhibit 10.1

10.5 Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement dated August 2, 2021 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.

Carrabba, III, Damian C.

Mandola and John C.

Carrabba, Jr.

August 5, 2021 Form 10-Q, Exhibit 10.2

10.6 Amended and Restated Operating Agreement for OSI/Fleming’s, LLC made as of June 4, 2010 by and among OS Prime, LLC, a wholly-owned subsidiary of OSI Restaurant Partners, LLC, FPSH Limited Partnership and AWA III Steakhouses, Inc.

23 unchanged sentences

December 7, 2012 Form 8-K, Exhibit 10.3

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

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

4 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.

43 unchanged sentences

May 29, 2020 Form 8-K, Exhibit 10.5

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

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

1 unchanged sentence

May 29, 2020 Form 8-K, Exhibit 10.6

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

2020 Omnibus Incentive Compensation Plan

December 27, 2020 Form 10-K, Exhibit 10.48

10.31* 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

December 27, 2020 Form 10-K, Exhibit 10.49

10.32* 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

December 27, 2020 Form 10-K, Exhibit 10.50

10.33* Bloomin’ Brands, Inc.

1 unchanged sentence

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.

and Elizabeth A.

Registration Statement on Form S-1, File No.

333-180615, filed on April 6, 2012, Exhibit 10.41

10.34* Second Amended and Restated Employment Agreement, effective April 1, 2019, by and between Elizabeth A.

4 unchanged sentences

March 31, 2019 Form 10-Q, Exhibit 10.3

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.

Registration Statement on Form S-1, File No.

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

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

and Donagh Herlihy

December 28, 2014 Form 10-K, Exhibit 10.58

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

and Gregg Scarlett

7 unchanged sentences

June 30, 2019 Form 10-Q, Exhibit 10.4

10.40* Severance Agreement, dated as of January 14, 2020, by and between Donagh H.

Herlihy and OS Management, Inc.

December 29, 2019 Form 10-K, Exhibit 10.38

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

6 unchanged sentences

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

10.43 Form of Convertible Note Hedge Transactions confirmation

2 unchanged sentences

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

10.45* Separation Agreement, dated as of December 20, 2021, by and between Michael Stutts and Bloomin’ Brands, Inc.

Filed herewith

10.46* Employment Offer Letter Agreement, dated as of February 10, 2021, between Patrick Murtha and Bloomin’ Brands, Inc.

Filed herewith

10.47* Employment Offer Letter Agreement, dated as of April 14 , 2021, between Patrick Murtha and Bloomin’ Brands, Inc.

Filed herewith

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

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

10.48* Second Amendment to Officer Employment Agreement, dated as of February 21,2022, between Bloomin’ Brands, Inc.

Filed herewith

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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