Other Information
−Removed: On August 6, 2024, the Compensation Committee of the Board of Directors of Bloomin’ Brands, Inc.
−Removed: (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”).
−Removed: 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).
−Removed: 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.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: The NEOs below are among the key employees who were granted Retention Awards, in the following amounts:
−Removed: NAME AND TITLE DOLLAR VALUE (1)
−Removed: Michael Healy,
−Removed: Chief Financial Officer and Executive Vice President, Global Business Development
−Removed: Brett Patterson,
−Removed: Executive Vice President, President of Outback Steakhouse $500,000
−Removed: Kelly Lefferts,
−Removed: Executive Vice President, Chief Legal Officer and Secretary $400,000
−Removed: ____________________
−Removed: (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.
−Removed: Each Retention Award becomes vested in three tranches:
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The number of underlying shares will be determined on September 3, 2024.
−Removed: 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.
−Removed: 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.
−Removed: These arrangements are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
−Removed: 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)
−Removed: Kelly Lefferts,
−Removed: Executive Vice President, Chief Legal Officer and Secretary
−Removed: May 13, 2024 February 25, 2025 17,184
−Removed: Senior Vice President, Chief Accounting Officer
−Removed: May 9, 2024 May 2, 2025 37,949
−Removed: ____________________
−Removed: (1) In each case, a trading plan may also expire on such earlier date as all transactions under the trading plan are completed.
−Removed: (2) Plans provide for the exercise of vested stock options and sale of associated shares.
−Removed: 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.
−Removed: BLOOMIN’ BRANDS, INC.
+Added: Rule 10b5-1 Trading Plans - During the thirteen weeks ended September 29, 2024, 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) .
NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
−Removed: 10.1* Employment Offer Letter Agreement, dated as of April 3, 2024, between Bloomin’ Brands, Inc.
−Removed: and Michael Healy
−Removed: May 8, 2024, Form 10-Q, Exhibit 10.4
10.1* 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
+Added: August 7, 2024, Form 10-Q, Exhibit 10.2
+Added: 10.2* Employment Offer Letter Agreement, dated as of August 21, 2024, between Bloomin’ Brands, Inc.
+Added: and Michael L.
Filed herewith
+Added: 10.3* Separation Agreement, dated as of September 3 , 2024, by and between Astrid Isaacs and Bloomin’ Brands, Inc.
+Added: Filed herewith
+Added: BLOOMIN’ BRANDS, INC.
+Added: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
+Added: INCORPORATION BY REFERENCE
+Added: 10.4 Third Amended and Restated Credit Agreement, dated September 19, 2024, 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: September 24, 2024, Form 8-K, Exhibit 10.1
+Added: 10.5* Amended and Restated Severance Pay Plan for Salaried Employees L-8/Vice President and Above effective October 21, 2024
+Added: October 24, 2024, Form 8-K, Exhibit 10.1
+Added: Quota Purchase Agreement and Other Covenants, dated Nove mber 6 , 202 4, by and among Bloom Group Holdings, B.V., Bloom Participações Ltda., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participações Societárias S.A.
+Added: November 8, 2024, Form 8-K, Exhibit 10.1
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
16 unchanged sentences
* Management contract or compensatory plan or arrangement required to be filed as an exhibit.
+Added: ** Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii).
(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.
2 unchanged sentences
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.
−Removed: August 7, 2024 BLOOMIN’ BRANDS, INC.
+Added: November 8, 2024 BLOOMIN’ BRANDS, INC.
/s/ Philip Pace
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.