BRINKER INTERNATIONAL, INC 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “EAT”, and as of August 20, 2021, there were 454 holders of record of our common stock. Comparison of Five Year Cumulative Total Return The graph below presents Brinker International, Inc.’s cumulative 5-Year total shareholder return on common stock relative to the cumulative total returns of the S&P 500 index and the S&P Restaurants index for the period of June 29, 2016 through June 30, 2021. The graph is based on $100 invested as of June 29, 2016 in the Company’s common stock and each index, including the reinvestment of all dividends. The values shown below are neither indicative nor determinative of future performance. Fiscal 2016 Fiscal 2017 Fiscal 2018 Fiscal 2019 Fiscal 2020 Fiscal 2021 Brinker International $ 100.00 $ 85.05 $ 115.30 $ 92.16 $ 58.35 $ 153.39 S&P 500 $ 100.00 $ 117.90 $ 134.84 $ 148.89 $ 160.06 $ 225.36 S&P Restaurants (1) $ 100.00 $ 120.50 $ 119.77 $ 177.35 $ 161.57 $ 226.68 (1) The S&P Restaurants Index is comprised of Chipotle Mexican Grill, Inc., Darden Restaurants, Inc., McDonald’s Corp., Domino’s Pizza Inc., Starbucks Corporation and Yum! Brands, Inc. Dividend Program In the fourth quarter of fiscal 2020, our Board of Directors voted to suspend the quarterly cash dividend due to uncertainty surrounding the duration of closures of our dining rooms and other restrictions mandated by state and local governments in response to the COVID-19 pandemic. Additionally, under the terms of our revolving credit facility, we were prohibited from making dividends, stock repurchases and investments from the fourth quarter of fiscal 2020 through the third quarter of fiscal 2021, and following this period, we were subject to a $50.0 million aggregate limitation on dividends, stock repurchases and investments. Future decisions to reinstate the dividend program to pay, or to increase or decrease dividends, are at the discretion of the Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of our revolving credit facility and applicable law, and such other factors that the Board of Directors considers relevant. 24 Table of Contents Refer to Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources for further information. Refer to Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 10 - Debt and Note 13 - Shareholders’ Deficit of this Annual Report on Form 10-K for further discussion of our long-term debt and shareholders’ deficit, respectively. Share Repurchase Program In the fourth quarter of fiscal 2020, our share repurchase program was suspended in response to the business downturn caused by the COVID-19 pandemic. Additionally, the amended revolving credit facility restricted our ability to repurchase shares in fiscal 2021 through the third quarter of fiscal 2021. Following the expiration of these restrictions under our amended revolving credit facility, we did not repurchase any shares under publicly announced share repurchase programs for the remainder of fiscal 2021. Future decisions to repurchase shares will be dependent on our operating performance, financial condition and other such factors that we consider relevant. We repurchased a limited number of shares related to shares owned and tendered by team members to satisfy tax withholding obligations on the vesting of restricted share awards. These purchases are not deducted from shares available to be purchased under publicly announced programs. Amounts are presented in millions, except per share amounts, unless otherwise noted: Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value that May Yet be Purchased Under the Program (2) March 25, 2021 through April 28, 2021 — $ — — $ 166.8 April 29, 2021 through May 26, 2021 0.0 $ 66.39 — $ 166.8 May 27, 2021 through June 30, 2021 0.0 $ 75.32 — $ 166.8 Total 0.0 $ 73.77 — (1) Shares owned and tendered by team members to satisfy tax withholding obligations were purchased at the average of the high and low prices of the Company’s shares on the date of vesting. In the fourth quarter of fiscal 2021, 564 shares were tendered by team members at an average price of $73.77. (2) Subsequent to fiscal 2021 year-end, our Board of Directors reinstated the share repurchase program, allowing for a total available repurchase authority of $300 million. ITEM 6. RESERVED Removed and Reserved.