What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-22 · 54 added, 67 removed, 195 unchanged (38% of the section changed)

2 unchanged sentences

We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.

2 unchanged sentences

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recent quarter ended December 25, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Rule 10b5-1 Trading Plans - During the fourteen weeks ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The information required by this item relating to our directors and nominees will be included under the captions “Proposal No.

Election of Directors—Nominees for Election at this Annual Meeting” and “—Directors Continuing in Office” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (“Definitive Proxy Statement”) and is incorporated herein by reference.

Election of Directors—Nominees for Election at this Annual Meeting” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (“Definitive Proxy Statement”) and is incorporated herein by reference.

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 Exchange Act 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 Code of Conduct that applies to all employees.

2 unchanged sentences

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 Governance Documents webpage, as specified above.

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

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

Election of Directors—Board Committees and Meetings” in our Definitive Proxy Statement and is incorporated herein by reference.

8 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.

1:—Independent Directors,” in each case in our Definitive Proxy Statement, and is incorporated herein by reference.

Election of Directors—Independent Directors,” in each case in our Definitive Proxy Statement, and is incorporated herein by reference.

BLOOMIN’ BRANDS, INC.

Principal Accounting Fees and Services

6 unchanged sentences

• Consolidated Balance Sheets – December 31, 2023 and December 25, 2022

• Consolidated Statements of Operations and Comprehensive Income (Loss) – Fiscal years 2022, 2021 and 2020

• Consolidated Statements of Operations and Comprehensive Income – Fiscal years 2023, 2022 and 2021

• Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 2023, 2022 and 2021

6 unchanged sentences

INCORPORATION BY REFERENCE

3.1 Fourth Amended and Restated Certificate of Incorporation

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

April 19, 2023, Form 8-K, Exhibit 3.1

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

December 7, 2018 Form 8-K, Exhibit 3.1

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

April 19, 2023, Form 8-K, Exhibit 3.2

4.1 Form of Common Stock Certificate

3 unchanged sentences

4.2 Description of Common Stock

December 29, 2019 Form 10-K, Exhibit 4.2

March 26, 2023, Form 10-Q, Exhibit 4.1

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

18 unchanged sentences

Carrabba, Jr.

August 5, 2021 Form 10-Q, Exhibit 10.2

June 27, 2021, Form 10-Q, Exhibit 10.2

10.4 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.

1 unchanged sentence

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

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

Registration Statement on Form S-1, File No.

333-180615, filed on April 6, 2012, Exhibit 10.46

10.5* OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007, a s Amended

Filed herewith

10.6* Bloomin’ Brands, Inc.

6 unchanged sentences

December 7, 2012, Form 8-K, Exhibit 10.2

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

2012 Incentive Award Plan

December 7, 2012 Form 8-K, Exhibit 10.3

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

2012 Incentive Award Plan

December 7, 2012 Form 8-K, Exhibit 10.4

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

2012 Incentive Award Plan

September 30, 2013 Form 10-Q, Exhibit 10.1

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

2012 Incentive Award Plan

September 30, 2013 Form 10-Q, Exhibit 10.2

10.12* Form of Performance Unit Award Agreement for performance units granted under the Bloomin’ Brands, Inc.

2012 Incentive Award Plan

December 7, 2012 Form 8-K, Exhibit 10.5

10.8* Form of Bloomin’ Brands, Inc.

10 unchanged sentences

June 26, 2016, Form 10-Q, Exhibit 10.2

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

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

13 unchanged sentences

April 9, 2020, Definitive Proxy Statement

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

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

December 7, 2012, Form 8-K, Exhibit 10.1

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

Smith and Bloomin’ Brands, Inc.

March 31, 2019 Form 10-Q, Exhibit 10.2

10.25* Amended and Restated Officer Employment Agreement, effective April 1, 2019, by and between David J.

1 unchanged sentence

March 31, 2019, Form 10-Q, Exhibit 10.3

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

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

3 unchanged sentences

June 30, 2019, Form 10-Q, Exhibit 10.4

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

Smith and Bloomin’ Brands, Inc.

December 29, 2019 Form 10-K, Exhibit 10.39

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

7 unchanged sentences

December 26, 2021, Form 10-K, Exhibit 10.47

10.39* Employment Offer Letter Agreement, dated as of August 4, 2022, between Suzann Trevisan and Bloomin' Brands, Inc.

November 1, 2022 Form 10-Q, Exhibit 10.1

Form of Convertible Note Hedge Transactions confirmation

May 11, 2020, Form 8-K, Exhibit 10.1

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

Form of Warrant Transactions confirmation

May 11, 2020, Form 8-K, Exhibit 10.2

10.42 Form of Exchange Agreement, dated as of May 25, 2022, by and between Bloomin’ Brands, Inc.

and the applicable Noteholder

May 26, 2022, Form 8-K, Exhibit 10.1

Form of Agreement, dated as of January 2, 2024, by and between Bloomin’ Brands, Inc.

and Starboard

January 2, 2024, Form 8-K, Exhibit 10.1

Employment Offer Letter Agreement, dated as of October 31 , 202 3 , between Bloomin’ Brands, Inc.

and Brett Patterson

Filed herewith

10.36* Position and Retention Letter, effective March 15, 2024, by and between Gregg Scarlett and Bloomin’ Brands, Inc.

Filed herewith

21.1 List of Subsidiaries

12 unchanged sentences

Furnished herewith

97.1 Bloomin’ Brands, Inc.

Compensation Recovery Policy

Filed herewith

101.INS Inline XBRL Instance Document Filed herewith

4 unchanged sentences

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

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

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

1 unchanged sentence

(1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.

These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

These certifications will not be deemed to be incorporated by reference into any filing under the Exchange Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

Form 10-K Summary

15 unchanged sentences

Philip Pace February 28, 2024

Craigie Chairman of the Board and Director February 22, 2023

Fitzjohn Director February 22, 2023

/s/ John Gainor

John Gainor Director February 22, 2023

/s/ Lawrence Jackson

Lawrence Jackson Director February 22, 2023

/s/ Julie Kunkel

Julie Kunkel Director February 22, 2023

/s/ Tara Walpert Levy

Tara Walpert Levy Director February 22, 2023

Mahoney Director February 22, 2023

/s/ Melanie Marein-Efron

Melanie Marein-Efron Director February 22, 2023

Michael Mohan

Michael Mohan Director February 22, 2023

/s/ Elizabeth A.

Smith Director February 22, 2023

Michael Mohan Chairman of the Board and Director

Michael Mohan February 28, 2024

Fitzjohn Director

Fitzjohn February 28, 2024

/s/ David George Director

David George February 28, 2024

/s/ Lawrence Jackson Director

Lawrence Jackson February 28, 2024

/s/ Julie Kunkel Director

Julie Kunkel February 28, 2024

/s/ Rohit Lal Director

Rohit Lal February 28, 2024

/s/ Tara Walpert Levy Director

Tara Walpert Levy February 28, 2024

Mahoney Director

Mahoney February 28, 2024

/s/ Melanie Marein-Efron Director

Melanie Marein-Efron February 28, 2024

/s/ Jonathan Sagal Director

Jonathan Sagal February 28, 2024

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