Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 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.
Management’s Annual Report on Internal Control over Financial Reporting
Management’s report on our internal control over financial reporting and the attestation report of PricewaterhouseCoopers LLP, our independent registered certified public accounting firm, on our internal control over financial reporting are included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Changes in 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.
Item 9B. 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.”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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BLOOMIN’ BRANDS, INC.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item relating to our directors and nominees will be included under the captions “Proposal No. 1: 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. 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.”
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 and Audit Committee Financial Expert will be included under the caption “Proposal No. 1: Election of Directors—Board Committees and Meetings” in our Definitive Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item will be included under the captions “Proposal No. 1: 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. Performance”, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included under the caption “Ownership of Securities” in our Definitive Proxy Statement and is incorporated herein by reference.
The information relating to securities authorized for issuance under equity compensation plans is included under the caption “Securities Authorized for Issuance Under Equity Compensation Plans” in Item 5 of this Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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: Election of Directors—Independent Directors,” in each case in our Definitive Proxy Statement, and is incorporated herein by reference.
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BLOOMIN’ BRANDS, INC.
Item 14. Principal Accounting Fees and Services
The information required by this item will be included under the captions “Proposal No. 2: Ratification of Independent Registered Certified Public Accounting Firm—Principal Accountant Fees and Services” and “—Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor” in our Definitive Proxy Statement and is incorporated herein by reference.
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BLOOMIN’ BRANDS, INC.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) LISTING OF FINANCIAL STATEMENTS
The following consolidated financial statements of the Company and subsidiaries are included in Item 8 of this Report:
• Consolidated Balance Sheets – December 31, 2023 and December 25, 2022
• 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
• Consolidated Statements of Cash Flows – Fiscal years 2023, 2022 and 2021
• Notes to Consolidated Financial Statements
(a)(2) FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Report.
(a)(3) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
3.1 Fifth Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc.
April 19, 2023, 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
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 4.1
4.2 Description of Common Stock
March 26, 2023, Form 10-Q, Exhibit 4.1
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
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
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BLOOMIN’ BRANDS, INC.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
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
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. Carrabba, III, Damian C. Mandola and John C. Carrabba, Jr.
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.
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.8
10.5* OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007, a s Amended
Filed herewith
10.6* Bloomin’ Brands, Inc. 2012 Incentive Award Plan
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.2
10.7* Form of Nonqualified Stock Option Award Agreement for options granted under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan
December 7, 2012, Form 8-K, Exhibit 10.2
10.8* Form of Bloomin’ Brands, Inc. Indemnification Agreement by and between Bloomin’ Brands, Inc. and each member of its Board of Directors and each of its executive officers
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.39
10.9* Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
March 11, 2016, Definitive Proxy Statement
10.10* Form of Nonqualified Stock Option Award Agreement for options granted to executive management under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
June 26, 2016, Form 10-Q, Exhibit 10.2
10.11* Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
June 26, 2016, Form 10-Q, Exhibit 10.3
10.12* Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
June 26, 2016, Form 10-Q, Exhibit 10.4
10.13* Form of Performance Award Agreement for performance units granted under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
June 26, 2016, Form 10-Q, Exhibit 10.5
10.14* Form of Restricted Cash Award Agreement for cash awards granted under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
March 26, 2017, Form 10-Q, Exhibit 10.1
10.15* Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan
April 9, 2020, Definitive Proxy Statement
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EXHIBIT
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. 2020 Omnibus Incentive Compensation Plan
May 29, 2020, Form 8-K, Exhibit 10.2
10.17* 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
10.18* 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
10.19* 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
10.20* 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
10.21* 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
10.22* 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
10.23* 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
10.24* Bloomin’ Brands, Inc. Executive Change in Control Plan, effective December 6, 2012
December 7, 2012, Form 8-K, Exhibit 10.1
10.25* Amended and Restated Officer Employment Agreement, effective April 1, 2019, by and between David J. Deno and Bloomin’ Brands, Inc.
March 31, 2019, Form 10-Q, Exhibit 10.3
10.26* Employment Offer Letter Agreement, dated as of March 7, 2019, between Bloomin’ Brands, Inc. and Christopher Meyer
March 31, 2019, Form 10-Q, Exhibit 10.4
10.27* Employment Offer Letter Agreement, dated as of May 1, 2019, between Kelly Lefferts and Bloomin’ Brands, Inc.
June 30, 2019, Form 10-Q, Exhibit 10.4
10.28* 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
10.29* Amendment to Officer Employment Agreement, dated as of April 6, 2020, between Bloomin’ Brands, Inc. and David J. Deno
March 29, 2020, Form 10-Q, Exhibit 10.4
10.30* Second Amendment to Officer Employment Agreement, dated as of February 21, 2022, between Bloomin’ Brands, Inc. and David J. Deno
December 26, 2021, Form 10-K, Exhibit 10.48
10.31* Employment Offer Letter Agreement, dated as of April 14, 2021, between Patrick Murtha and Bloomin’ Brands, Inc.
December 26, 2021, Form 10-K, Exhibit 10.47
10.32
Form of Convertible Note Hedge Transactions confirmation
May 11, 2020, Form 8-K, Exhibit 10.1
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BLOOMIN’ BRANDS, INC.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
10.33
Form of Warrant Transactions confirmation
May 11, 2020, Form 8-K, Exhibit 10.2
10.34
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
10.35*
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
Filed herewith
23.1 Consent of PricewaterhouseCoopers LLP
Filed herewith
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
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)
Furnished herewith
97.1 Bloomin’ Brands, Inc. Compensation Recovery Policy
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.
(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 Exchange Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
Item 16. Form 10-K Summary
None.
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BLOOMIN’ BRANDS, INC.
SIGNATURES
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.
Date: February 28, 2024 Bloomin’ Brands, Inc.
By: /s/ David J. Deno
David J. Deno
Chief Executive Officer
(Principal Executive Officer)
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.
Signature Title Date
/s/ David J. Deno Chief Executive Officer and Director
(Principal Executive Officer)
David J. Deno February 28, 2024
/s/ Christopher Meyer Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Christopher Meyer February 28, 2024
/s/ Philip Pace Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
Philip Pace February 28, 2024
/s/ R. Michael Mohan Chairman of the Board and Director
R. Michael Mohan February 28, 2024
/s/ David R. Fitzjohn Director
David R. 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
/s/ John J. Mahoney Director
John J. Mahoney February 28, 2024
/s/ Melanie Marein-Efron Director
Melanie Marein-Efron February 28, 2024
/s/ Jonathan Sagal Director
Jonathan Sagal February 28, 2024