Bloomin' Brands, Inc. 10-Q

Item 5. Other Information On August 6, 2024, the Compensation Committee of the Board of Directors of Bloomin’ Brands, Inc. (the “Company”) approved a special grant of restricted stock unit awards (the “Retention Award(s)”) to certain key employees, including certain of the Company’s named executive officers (“NEOs”) and other executive officers, under the Company’s 2020 Omnibus Incentive Plan (the “Plan”). Each Retention Award to these key employees is provided as an award of restricted stock units (“RSUs”) under the Plan, with a specified dollar value, for which the number of underlying shares will be determined based on the closing price of the Company’s common stock on September 3, 2024 (the first trading day of the month following the grant date). The Compensation Committee of the Company’s Board of Directors believes the Retention Awards serve stockholder interests by encouraging retention of key employees during the search for, and transition to, a new Chief Executive Officer, as described in Exhibit 99.2 of the Company’s Form 8-K filed on May 7, 2024. 46 Table of Contents BLOOMIN’ BRANDS, INC. The NEOs below are among the key employees who were granted Retention Awards, in the following amounts: NAME AND TITLE DOLLAR VALUE (1) Michael Healy, Chief Financial Officer and Executive Vice President, Global Business Development $500,000 Brett Patterson, Executive Vice President, President of Outback Steakhouse $500,000 Kelly Lefferts, Executive Vice President, Chief Legal Officer and Secretary $400,000 ____________________ (1) The RSUs underlying the Retention Awards entitle the grantee to receive one share of the Company’s Common Stock, par value $0.01 per share, for each RSU granted. Each Retention Award becomes vested in three tranches: 50% of the Retention Award on the twelve (12) month anniversary of the grant date, then 25% of the Retention Award on the eighteen (18) month anniversary of the grant date, and 25% of the Retention Award on the twenty-four (24) month anniversary of the grant date, subject to the grantee’s continued employment with the Company through each vesting date. If the grantee’s Continuous Service (as defined in the Plan) voluntarily terminates or is terminated for Cause (as defined in the Plan) then all RSUs that are not vested on the date of such termination will be automatically and immediately forfeited for no consideration. If the grantee’s Continuous Service terminates involuntarily without “Cause” (as defined in the Plan) the next unvested tranche of the Retention Award that is scheduled to vest following the date of termination, if any, will vest in full but any other RSUs underlying the Retention Award that remain unvested at the time of such termination will be automatically and immediately forfeited for no consideration. The number of underlying shares will be determined on September 3, 2024. The above summary of the terms of the Retention Awards does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Restricted Stock Unit Retention Award Agreement to be entered into with each of the NEOs and executive officers receiving a Retention Award, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Rule 10b5-1 Trading Plans - In accordance with the disclosure requirement in Item 408(a) of Regulation S-K, the following table discloses the Company’s directors or executive officers subject to the filing requirements of Section 16 of the Exchange Act that adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the thirteen weeks ended June 30, 2024. These arrangements are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). NAME AND TITLE ADOPTION DATE OF RULE 10B5-1 TRADING PLANS EXPIRATION DATE OF RULE 10B5-1 TRADING PLANS (1) AGGREGATE NUMBER OF SECURITIES TO BE PURCHASED OR SOLD (2) Kelly Lefferts, Executive Vice President, Chief Legal Officer and Secretary May 13, 2024 February 25, 2025 17,184 Philip Pace, Senior Vice President, Chief Accounting Officer May 9, 2024 May 2, 2025 37,949 ____________________ (1) In each case, a trading plan may also expire on such earlier date as all transactions under the trading plan are completed. (2) Plans provide for the exercise of vested stock options and sale of associated shares. Other than as disclosed above, none of the Company’s directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the thirteen weeks ended June 30, 2024. 47 Table of Contents BLOOMIN’ BRANDS, INC. Item 6. Exhibits EXHIBIT NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR INCORPORATION BY REFERENCE 10.1* Employment Offer Letter Agreement, dated as of April 3, 2024, between Bloomin’ Brands, Inc. and Michael Healy May 8, 2024, Form 10-Q, Exhibit 10.4 10.2* Form of Restricted Stock Unit Retention Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan 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 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 Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference. 48 Table of Contents BLOOMIN’ BRANDS, INC. SIGNATURE Pursuant to the requirements 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: August 7, 2024 BLOOMIN’ BRANDS, INC. (Registrant) By: /s/ Philip Pace Philip Pace Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) [Remainder of page intentionally left blank]