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 29, 2024.
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 29, 2024 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 thirteen weeks ended December 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).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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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 2025 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.
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.
We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by directors, officers, and employees that is designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards, as well as procedures designed to further the foregoing purposes. While the Company does not have a formal written policy governing the purchase, sale, and/or any other dispositions of its securities by the Company, the Company has developed procedures that are designed to promote compliance with insider trading laws, rules and regulations with respect to the Company’s share repurchase program.
A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
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.
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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.
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 29, 2024 and December 31, 2023
• Consolidated Statements of Operations and Comprehensive (Loss) Income – Fiscal years 2024, 2023 and 2022
• Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 2024, 2023 and 2022
• Consolidated Statements of Cash Flows – Fiscal years 2024, 2023 and 2022
• 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 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
September 24, 2024, Form 8-K, Exhibit 10.1
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
10.2* Shareholders Agreement, dated December 30, 2024, by and among Bloom Group Holdings, B.V., Bold Hospitality Company, S.A., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participações Societárias S.A.
December 31, 2024, Form 8-K, Exhibit 10.2
10.3 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
10.4* Quota Purchase Agreement and Other Covenants, dated November 6, 2024, by and among Bloom Group Holdings, B.V., Bloom Participações Ltda., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participações Societárias S.A.
November 8, 2024, Form 8-K, Exhibit 10.1
10.5** OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007, as Amended
December 31, 2023, Form 10-K, Exhibit 10.5
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** Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan
April 9, 2020, Definitive Proxy Statement
10.12** 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
10.13** 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
10.14** 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
10.15** 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
10.16** 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
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
10.17** 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
10.18** 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
10.19** 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
10.20** 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
August 7, 2024, Form 10-Q, Exhibit 10.2
10.21** Bloomin’ Brands, Inc. Executive Change in Control Plan, effective December 6, 2012
December 7, 2012, Form 8-K, Exhibit 10.1
10.22** Amended and Restated Severance Pay Plan for Salaried Employees L-8/Vice President and Above effective October 21, 2024
October 24, 2024, Form 8-K, Exhibit 10.1
10.23** 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
10.24** 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
10.25** 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
10.26**
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
10.27**
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
10.28**
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
10.29**
Employment Offer Letter Agreement, dated as of August 21, 2024, between Bloomin’ Brands, Inc. and Michael L. Spanos
November 8, 2024, Form 10-Q, Exhibit 10.2
10.30**
Employment Offer Letter Agreement, dated as of January 6, 2025, between Bloomin’ Brands, Inc. and Pat Hafner
Filed herewith
10.31**
Position and Retention Letter, effective March 15, 2024, by and between Gregg Scarlett and Bloomin’ Brands, Inc.
December 31, 2023, Form 10-K, Exhibit 10.36
10.32**
Separation Agreement, dated as of September 3, 2024, by and between Astrid Isaacs and Bloomin’ Brands, Inc.
November 8, 2024, Form 10-Q, Exhibit 10.3
10.33
Agreement, dated as of January 2, 2024, by and among Bloomin’ Brands, Inc, Starboard Value LP and other parties set forth on this signature pages thereto
January 2, 2024, Form 8-K, Exhibit 10.1
10.34
Form of Convertible Note Hedge Transactions confirmation
May 11, 2020, Form 8-K, Exhibit 10.1
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
10.35
Form of Warrant Transactions confirmation
May 11, 2020, Form 8-K, Exhibit 10.2
10.36
Form of Accelerated Share Repurchase Confirmation
May 8, 2024, Form 10-Q, Exhibit 10.2
10.37
Form of Exchange Agreement
May 8, 2024, Form 10-Q, Exhibit 10.3
19.1 Bloomin Brand’s, Inc. Insider Trading Policy
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
December 31, 2023, Form 10-K, Exhibit 97.1
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
*Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii).
**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 26, 2025 Bloomin’ Brands, Inc.
By: /s/ Michael L. Spanos
Michael L. Spanos 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/ Michael L. Spanos Chief Executive Officer and Director
(Principal Executive Officer)
Michael L. Spanos February 26, 2025
/s/ W. Michael Healy Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
W. Michael Healy February 26, 2025
/s/ Philip Pace Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
Philip Pace February 26, 2025
/s/ R. Michael Mohan Chairman of the Board and Director
R. Michael Mohan February 26, 2025
/s/ David George Director
David George February 26, 2025
/s/ Lawrence Jackson Director
Lawrence Jackson February 26, 2025
/s/ Julie Kunkel Director
Julie Kunkel February 26, 2025
/s/ Rohit Lal Director
Rohit Lal February 26, 2025
/s/ Tara Walpert Levy Director
Tara Walpert Levy February 26, 2025
/s/ John J. Mahoney Director
John J. Mahoney February 26, 2025
/s/ Melanie Marein-Efron Director
Melanie Marein-Efron February 26, 2025
/s/ Jonathan Sagal Director
Jonathan Sagal February 26, 2025
/s/ James L. Dinkins
Director
James L. Dinkins
February 26, 2025