Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act 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 principal executive officer and principal financial officer and, as appropriate, to allow timely decisions regarding required disclosures.
In connection with the preparation of this Form 10-K, we carried out an evaluation under the supervision of and with the participation of management, including the principal executive officer and principal financial officer, as of June 29, 2022, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, the principal executive officer and principal financial officer concluded that as of June 29, 2022, our disclosure controls and procedures were effective.
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Management’s Report on Internal Control over Financial Reporting
“Management’s Report on Internal Control over Financial Reporting” and the attestation report of the independent registered public accounting firm of KPMG LLP on internal control over financial reporting are presented within Part II, Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting in the fourth quarter of fiscal 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 2022 annual meeting of shareholders. We incorporate that information in this document by reference.
We adopted a code of ethics that applies to all of our team members, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our internet website at the internet address: http://investors.brinker.com/code_of_conduct. You may obtain free of charge copies of the code from our website at the above internet address. Any amendment of, or waiver from, our code of ethics required to be disclosed by applicable SEC rules or stock exchange listing requirements will be posted on our website within four business days of such amendment or waiver. The information contained on our website is not a part of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
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 2022 annual meeting of shareholders. We incorporate that information in this document by reference.
ITEM 12. 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 “Stock Ownership of Certain Persons” and “Executive Compensation - Equity Compensation Plan Information” in our Proxy Statement for the 2022 annual meeting of shareholders. We incorporate that information in this document by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
For information about certain relationships and related transactions, refer to the section “Certain Relationships and Related Transactions” in our Proxy Statement for the 2022 annual meeting of shareholders. We incorporate that information in this document by reference.
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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 2022 annual meeting of shareholders. We incorporate that information in this document by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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 2022 annual meeting of shareholders. We incorporate that information in this document by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements - For a list of all financial statements, refer to Consolidated Financial Statements Table of Contents in Part II, Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules - All schedules are omitted as the required information is inapplicable or the information is presented in the Part II, Item 8 - Financial Statements and Supplementary Data financial statements or related notes.
(a)(3) Exhibits - We make reference to the exhibits listed under Part (b) below.
(b) Exhibits
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Exhibit Description
3(a)
Certificate of Incorporation of the Registrant, as amended (1)
3(b)
Bylaws of the Registrant (2)
4(a)
Form of 3.875% Note due 2023 (3)
4(b)
Indenture dated as of April 30, 2013 between Registrant and Wilmington Trust, National Association, as Trustee (4)
4(c)
Second Supplemental Indenture dated as of May 15, 2013 between the Registrant and Wilmington Trust, National Association (3)
4(d)
Form of 5.000% Senior Note due 2024 (5)
4(e)
Senior Notes Indenture dated as of September 23, 2016, by and among the Registrant, the Guarantors named therein and U.S. Bank National Association, as trustee (5)
4(f)
Description of Registered Securities (6)
10(a)
Registrant’s Stock Option and Incentive Plan, as amended (7)
10(b)
Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (8)
10(c)
Credit Agreement dated August 18, 2021 (9)
10(d)
First Amendment to Credit Agreement dated October 27, 2021 (10)
10(e)
SVP Change in Control Agreement *
10(f)
Executive Severance Benefits Plan and Summary Plan Description *
10(g)
NEO Change in Control Severance Agreement (11)
10(h)
Registrant’s Performance Share Plan Description (6)
10(i)
Registrant’s Terms of Stock Option Award (6)
10(j)
Registrant’s Terms of Retention Stock Unit Award (6)
10(k)
Registrant’s Terms of Restricted Stock Unit Award (6)
10(l)
Registrant’s Terms of Special Equity Award (12)
10(m)
Registrant’s Terms of Board of Directors Restricted Stock Unit Award (13)
10(n)
Registrant’s Fiscal 2021 Performance Share Plan (14)
10(o)
Registrant’s Terms of F21 Restricted Stock Unit Award (15)
10(p)
Form of Retention Bonus Award Letter (16)
10(q)
Employment Agreement between Registrant and Kevin Hochman *
10(r)
Transition Agreement between Registrant and Wyman T. Roberts *
21
Subsidiaries of the Registrant *
23
Consent of Independent Registered Public Accounting Firm *
31(a)
Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) *
31(b)
Certification by Joseph G. Taylor, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) *
32(a)
Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32(b)
Certification by Joseph G. Taylor, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
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 29, 2022 is formatted in Inline XBRL
* Filed herewith.
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The following are filed as an exhibit to the specified filing, and incorporated herein by reference:
(1) Annual report on Form 10-K for year ended June 28, 1995
(2) Annual report on Form 10-K for year ended June 27, 2018
(3) Current report on Form 8-K dated May 15, 2013
(4) Registration statement on Form S-3 filed April 30, 2013, SEC File No. 333-188252
(5) Current report on Form 8-K dated September 23, 2016
(6) Annual report on Form 10-K for year ended June 26, 2019
(7) Proxy Statement of Registrant filed on October 5, 2018
(8) Quarterly report on Form 10-Q for quarter ended December 28, 2005
(9) Current report on Form 8-K dated August 20, 2021
(10) Quarterly report on Form 10-Q for quarter ended September 29, 2021
(11) Quarterly report on Form 10-Q for quarter ended March 29, 2017
(12) Annual report on Form 10-K for year ended June 28, 2017
(13) Annual report on Form 10-K for year ended June 24, 2020
(14) Current report on Form 8-K dated August 20, 2020
(15) Quarterly report on Form 10-Q for quarter ended September 23, 2020
(16) Current report on Form 8-K dated June 30, 2022
ITEM 16. FORM 10-K SUMMARY
None.
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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.
BRINKER INTERNATIONAL, INC.,
a Delaware corporation
Date: August 26, 2022 By: /S/ JOSEPH G. TAYLOR
Joseph G. Taylor,
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, we have signed in our indicated capacities on August 26, 2022:
Name
Title
/S/ KEVIN D. HOCHMAN President and Chief Executive Officer of Brinker International, Inc. and President of Chili’s Grill & Bar (Principal Executive Officer) and Director
Kevin D. Hochman
/S/ JOSEPH G. TAYLOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Joseph G. Taylor
/S/ JOSEPH M. DEPINTO Chairman of the Board
Joseph M. DePinto
/S/ FRANCES L. ALLEN Director
Frances L. Allen
/S/ CYNTHIA L. DAVIS Director
Cynthia L. Davis
/S/ HARRIET EDELMAN Director
Harriet Edelman
/S/ WILLIAM T. GILES Director
William T. Giles
/S/ RAMONA T. HOOD Director
Ramona T. Hood
/S/ JAMES C. KATZMAN Director
James C. Katzman
/S/ PRASHANT N. RANADE Director
Prashant N. Ranade
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