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What changed 10-K

Item 9A. Controls and Procedures

2021-08-26 compared with 2020-08-24 · 35 added, 29 removed, 93 unchanged (41% of the section changed)

9 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

For information about our executive officers, Board of Directors, including its committees and their compensation, and Section 16(a) reporting compliance, refer to the sections entitled “Election of Directors - Information About Nominees”, “Committees of the Board of Directors”, “Executive Officers”, and to the extent applicable “Delinquent Section 16(a) Reports” in our Proxy Statement for the 2020 annual meeting of shareholders .

For information about our executive officers, Board of Directors, including its committees, and Section 16(a) reporting compliance, refer to the sections entitled “Proposal 1 -Election of Directors - Information About Nominees”, “Information About the Board of Directors and Governance of the Company - Board Committees”, “Information about our Executive Officers”, and to the extent applicable “Delinquent Section 16(a) Reports” in our Proxy Statement for the 2021 annual meeting of shareholders.

We incorporate that information in this document by reference.

6 unchanged sentences

EXECUTIVE COMPENSATION

For information about our executive compensation, refer to the section entitled “Executive Compensation - Compensation Discussion and Analysis” in our Proxy Statement for the 2020 annual meeting of shareholders .

For information about our executive and director compensation, refer to the section entitled “Executive Compensation” and “Information About the Board of Directors and Governance of the Company - Director Compensation” in our Proxy Statement for the 2021 annual meeting of shareholders.

We incorporate that information in this document by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

For information about our security ownership of certain beneficial owners and management and related stockholder matters, refer to the sections “Directors’ Compensation”, “Compensation Discussion and Analysis”, and “Stock Ownership of Certain Persons” in our Proxy Statement for the 2020 annual meeting of shareholders .

For information about our security ownership of certain beneficial owners and management and related stockholder matters, refer to the sections “Stock Ownership of Certain Persons” and “Executive Compensation - Equity Compensation Plan Information” in our Proxy Statement for the 2021 annual meeting of shareholders.

We incorporate that information in this document by reference.

2 unchanged sentences

We incorporate that information in this document by reference.

For information about the independence of our non-management directors, refer to the section entitled “Director Independence” in our Proxy Statement for the 2020 annual meeting of shareholders .

For information about the independence of our non-management directors, refer to the section entitled “Information About the Board of Directors and Governance of the Company - Director Independence” in our Proxy Statement for the 2021 annual meeting of shareholders.

We incorporate that information in this document by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

For information about principal accountant fees and services, refer to the section “Ratification of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2020 annual meeting of shareholders .

For information about principal accountant fees and services, refer to the section “Proposal 2 - Ratification of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2021 annual meeting of shareholders.

We incorporate that information in this document by reference.

3 unchanged sentences

(a)(3) Exhibits - We make reference to the exhibits listed under Part (b) below.

Exhibit Description

Certificate of Incorporation of the Registrant, as amended (1)

9 unchanged sentences

Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (8)

Credit Agreement dated as of March 12, 2015 (9)

Second Amendment to Credit Agreement dated September 13, 2016 (10)

Third Amendment to Credit Agreement dated April 30, 2018 (11)

Fourth Amendment to Credit Agreement dated December 5, 2019 (12)

Fifth Amendment to Credit Agreement dated March 31, 2020 *

Sixth Amendment to Credit Agreement dated May 6, 2020 (13)

Seventh Amendment to Credit Agreement dated July 23, 2020 (14)

Credit Agreement dated August 18, 2021 (9)

CEO Severance and Change in Control Agreement (10)

BLT Change in Control Agreement (14)

Executive Severance Benefits Plan and Summary Plan Description (10)

6 unchanged sentences

Registrant’s Terms of Board of Directors Restricted Stock Unit Award (12)

Registrant’s Fiscal 2021 Performance Share Plan (13)

Registrant’s Terms of F21 Restricted Stock Unit Award (14)

Subsidiaries of the Registrant *

10 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Inline XBRL Instance Document

Inline XBRL Schema Document

Inline XBRL Calculation Linkbase Document

Inline XBRL Definition Linkbase Document

Inline XBRL Label Linkbase Document

Inline XBRL Presentation Linkbase

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Schema Document

101.CAL Inline XBRL Calculation Linkbase Document

101.DEF Inline XBRL Definition Linkbase Document

101.LAB Inline XBRL Label Linkbase Document

101.PRE Inline XBRL Presentation Linkbase

104 The cover page from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 is formatted in Inline XBRL

9 unchanged sentences

(8) Quarterly report on Form 10-Q for quarter ended December 28, 2005

Current report on Form 8-K dated March 12, 2015

Quarterly report on Form 10-Q for quarter ended September 28, 2016

Quarterly report on Form 10-Q for quarter ended March 28, 2018

Quarterly report on Form 10-Q for quarter ended December 25, 2019

Current report on Form 8-K dated May 6, 2020

Current report on Form 8-K dated July 23, 2020

(9) Current report on Form 8-K dated August 20, 2021

(10) Quarterly report on Form 10-Q for quarter ended March 29, 2017

(11) Annual report on Form 10-K for year ended June 28, 2017

(12) Annual report on Form 10-K for year ended June 24, 2020

(13) Current report on Form 8-K dated August 20, 2020

(14) Quarterly report on Form 10-Q for quarter ended September 23, 2020

FORM 10-K SUMMARY

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.

1 unchanged sentence

a Delaware corporation

August 21, 2020

August 26, 2021 By:

/S/ JOSEPH G.

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, we have signed in our indicated capacities on August 26, 2021:

President and Chief Executive Officer of Brinker International, Inc.

ROBERTS President and Chief Executive Officer of Brinker International, Inc.

and President of Chili’s Grill & Bar (Principal Executive Officer) and Director

/S/ JOSEPH G.

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

TAYLOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

/S/ JOSEPH M.

Chairman of the Board

DEPINTO Chairman of the Board

/S/ FRANCES L.

ALLEN Director

/S/ CYNTHIA L.

/S/ HARRIET EDELMAN

DAVIS Director

/S/ HARRIET EDELMAN Director

Harriet Edelman

/S/ WILLIAM T.

GILES Director

KATZMAN Director

/S/ ALEXANDRE G.

MACEDO Director

/S/ GEORGE R.

MRKONIC Director

/S/ PRASHANT N.

RANADE Director

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.