9 unchanged sentences
Other Information
−Removed: Amendment to CEO Employment Agreement
−Removed: On February 21, 2022, the Company entered into the Second Amendment to Amended and Restated Officer Employment Agreement (the “Second Amendment”) with David J.
−Removed: Deno, the Company’s Chief Executive Officer.
−Removed: Pursuant to the Second Amendment, effective February 21, 2022, Mr.
−Removed: 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”).
−Removed: The increase to Mr.
−Removed: Deno’s annual base salary and related annual incentive compensation target will be pro-rated for 2022.
−Removed: The Market Adjustment was reviewed and approved by the Company’s Compensation Committee after consultation with Frederic W.
−Removed: Cook & Co., Inc., the Compensation Committee’s independent compensation consultant and brings Mr.
−Removed: Deno’s total target compensation level more in-line with the Company’s peer group benchmark.
−Removed: 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
4 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.
−Removed: 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.
6 unchanged sentences
The information required by this item will be included under the captions “Proposal No.
−Removed: Election of Directors—Director Compensation” and “Executive Compensation and Related Information” in our Definitive Proxy Statement and is incorporated herein by reference.
+Added: Election of Directors—Director Compensation” and “Executive Compensation and Related Information” in our Definitive Proxy Statement and, except for the information under the caption “Pay vs.
+Added: Performance”, is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
3 unchanged sentences
The information required by this item relating to transactions with related persons will be included under the caption “Certain Relationships and Related Party Transactions,” and the information required by this item relating to director independence will be included under the caption “Proposal No.
−Removed: Election of Directors—Independent Directors,” in each case in our Definitive Proxy Statement, and is incorporated herein by reference.
−Removed: BLOOMIN’ BRANDS, INC.
+Added: 1:—Independent Directors,” in each case in our Definitive Proxy Statement, and is incorporated herein by reference.
Principal Accounting Fees and Services
15 unchanged sentences
INCORPORATION BY REFERENCE
−Removed: 3.1 Third Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc.
−Removed: May 19, 2021 Form 8-K, Exhibit 3.1
+Added: 3.1 Fourth Amended and Restated Certificate of Incorporation
+Added: April 20, 2022, Form 8-K, Exhibit 3.1
3.2 Third Amended and Restated Bylaws of Bloomin’ Brands, Inc.
20 unchanged sentences
INCORPORATION BY REFERENCE
−Removed: 10.2 Royalty Agreement dated April 1995 among Carrabba’s Italian Grill, Inc., Outback Steakhouse, Inc., Mangia Beve, Inc., Carrabba, Inc., Carrabba Woodway, Inc., John C.
−Removed: Carrabba, III, Damian C.
−Removed: Mandola, and John C.
−Removed: Carrabba, Jr., as amended by First Amendment to Royalty Agreement dated January 1997 and Second Amendment to Royalty Agreement made and entered into effective April 7, 2010 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.
−Removed: Carrabba, III, Damian C.
−Removed: Mandola, and John C.
−Removed: Carrabba, Jr.
−Removed: Registration Statement on Form S-1, File No.
−Removed: 333-180615, filed on April 6, 2012, Exhibit 10.6
−Removed: 10.3 Third Amendment to Royalty Agreement made and entered into effective June 1, 2014, 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.
−Removed: Carrabba, III, Damian C.
−Removed: Mandola, and John C.
−Removed: Carrabba, Jr.
−Removed: June 29, 2014 Form 10-Q, Exhibit 10.6
−Removed: 10.4 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.
−Removed: Carrabba, III, Damian C.
−Removed: Mandola, and John C.
−Removed: Carrabba, Jr.
−Removed: June 25, 2017 Form 10-Q, Exhibit 10.1
+Added: 10.2 First Amendment to the Second Amended and Restated Credit Agreement and Incremental Amendment , dated April 26, 2022, 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
+Added: April 29, 2022, Form 8-K, Exhibit 10.1
10.3 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.
9 unchanged sentences
333-180615, filed on April 6, 2012, Exhibit 10.46
−Removed: 10.8* Kangaroo Holdings, Inc.
−Removed: 2007 Equity Incentive Plan, as amended
−Removed: Registration Statement on Form S-1, File No.
−Removed: 333-180615, filed on April 6, 2012, Exhibit 10.1
−Removed: 10.9* Form of Option Agreement for Options under the Kangaroo Holdings, Inc.
−Removed: 2007 Equity Incentive Plan
−Removed: Registration Statement on Form S-1, File No.
−Removed: 333-180615, filed on April 6, 2012, Exhibit 10.42
10.6* Bloomin’ Brands, Inc.
9 unchanged sentences
December 7, 2012 Form 8-K, Exhibit 10.3
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
−Removed: INCORPORATION BY REFERENCE
10.9* Form of Restricted Stock Award Agreement for restricted stock granted to employees and consultants under the Bloomin’ Brands, Inc.
22 unchanged sentences
June 26, 2016 Form 10-Q, Exhibit 10.2
+Added: BLOOMIN’ BRANDS, INC.
+Added: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
+Added: INCORPORATION BY REFERENCE
10.16* Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc.
25 unchanged sentences
May 29, 2020 Form 8-K, Exhibit 10.5
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
−Removed: INCORPORATION BY REFERENCE
10.25* Form of Restricted Cash Award Agreement for cash awards granted to executive management under the Bloomin’ Brands, Inc.
19 unchanged sentences
March 31, 2019 Form 10-Q, Exhibit 10.3
−Removed: 10.36* Employment Offer Letter Agreement, dated as of July 29, 2016, between Bloomin’ Brands, Inc.
−Removed: and Gregg Scarlett
−Removed: September 25, 2016 Form 10-Q, Exhibit 10.2
+Added: BLOOMIN’ BRANDS, INC.
+Added: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
+Added: INCORPORATION BY REFERENCE
10.32* 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
−Removed: 10.38* Employment Offer Letter Agreement, dated as of May 1, 2019, between Michael Stutts and Bloomin’ Brands, Inc.
−Removed: June 30, 2019 Form 10-Q, Exhibit 10.3
10.33* Employment Offer Letter Agreement, dated as of May 1, 2019, between Kelly Lefferts and Bloomin’ Brands, Inc.
8 unchanged sentences
March 29, 2020 Form 10-Q, Exhibit 10.4
+Added: 10.37* Second Amendment to Officer Employment Agreement, dated as of February 21, 2022, between Bloomin’ Brands, Inc.
+Added: December 26, 2021 Form 10-K, Exhibit 10.48
+Added: 10.38* Employment Offer Letter Agreement, dated as of April 14, 2021, between Patrick Murtha and Bloomin’ Brands, Inc.
+Added: December 26, 2021 Form 10-K, Exhibit 10.47
+Added: 10.39* Employment Offer Letter Agreement, dated as of August 4, 2022, between Suzann Trevisan and Bloomin' Brands, Inc.
+Added: November 1, 2022 Form 10-Q, Exhibit 10.1
10.40 Form of Convertible Note Hedge Transactions confirmation
2 unchanged sentences
May 11, 2020 Form 8-K, Exhibit 10.2
−Removed: 10.45* Separation Agreement, dated as of December 20, 2021, by and between Michael Stutts and Bloomin’ Brands, Inc.
−Removed: Filed herewith
−Removed: 10.46* Employment Offer Letter Agreement, dated as of February 10, 2021, between Patrick Murtha and Bloomin’ Brands, Inc.
−Removed: Filed herewith
−Removed: 10.47* Employment Offer Letter Agreement, dated as of April 14 , 2021, between Patrick Murtha and Bloomin’ Brands, Inc.
−Removed: Filed herewith
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
−Removed: INCORPORATION BY REFERENCE
−Removed: 10.48* Second Amendment to Officer Employment Agreement, dated as of February 21,2022, between Bloomin’ Brands, Inc.
−Removed: Filed herewith
+Added: 10.42 Form of Exchange Agreement, dated as of May 25, 2022, by and between Bloomin’ Brands, Inc.
+Added: and the applicable Noteholder
+Added: May 26, 2022, Form 8-K, Exhibit 10.1
21.1 List of Subsidiaries
8 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
−Removed: Filed herewith
+Added: Furnished herewith
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
−Removed: Filed herewith
+Added: Furnished herewith
101.INS Inline XBRL Instance Document Filed herewith
4 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
+Added: BLOOMIN’ BRANDS, INC.
+Added: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
+Added: INCORPORATION BY REFERENCE
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith
14 unchanged sentences
/s/ Christopher Meyer Executive Vice President and Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
+Added: (Principal Financial Officer)
Christopher Meyer February 22, 2023
+Added: /s/ Philip Pace Senior Vice President, Chief Accounting Officer
+Added: (Principal Accounting Officer)
+Added: Philip Pace February 22, 2023
Craigie Chairman of the Board and Director February 22, 2023
−Removed: Beck Director February 23, 2022
Fitzjohn Director February 22, 2023
3 unchanged sentences
Lawrence Jackson Director February 22, 2023
+Added: /s/ Julie Kunkel
+Added: Julie Kunkel Director February 22, 2023
/s/ Tara Walpert Levy
1 unchanged sentence
Mahoney Director February 22, 2023
+Added: /s/ Melanie Marein-Efron
+Added: Melanie Marein-Efron Director February 22, 2023
Michael Mohan
3 unchanged sentences
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.