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Item 9A. Controls and Procedures

2023-08-23 compared with 2022-08-26 · 28 added, 13 removed, 118 unchanged (26% of the section changed)

12 unchanged sentences

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.

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” and “Information about our Executive Officers”, and to the extent applicable “Delinquent Section 16(a) Reports” in our Proxy Statement for the 2023 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.

We also have a code of conduct that applies to our Board of Directors.

These documents are posted on our internet website at:

https://investors.brinker.com under the Governance tab.

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.

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.

We also have adopted a set of corporate governance guidelines and charters for all of our Board committees.

The corporate governance guidelines and committee charters are available on our website at:

https://investors.brinker.com under the Governance tab.

You may obtain free of charge copies of the guidelines and charters from our website at the above internet address.

EXECUTIVE COMPENSATION

13 unchanged sentences

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)(1) Financial Statements - For a list of all financial statements, refer to the 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.

2 unchanged sentences

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

Bylaws of the Registrant (2)

Amended and Restated Bylaws of the Registrant (2)

Form of 3.875% Note due 2023 (3)

4 unchanged sentences

Bank National Association, as trustee (5)

Form of 8.250% Senior Notes due 2030 (6)

Indenture, dated as of June 27, 2023, by and among the Company, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (6)

Purchase Agreement, dated as of June 22, 2023, by and among the Company, the Guarantors named therein and J.P.

Morgan Securities LLC, as representative to the initial purchasers (6)

Description of Registered Securities (7)

Registrant’s Stock Option and Incentive Plan, as amended (8)

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

Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants, as amended (9)

Credit Agreement dated August 18, 2021 (10)

First Amendment to Credit Agreement dated October 27, 2021 (11)

Second Amendment to the Credit Agreement dated May 2, 2023 (12)

SVP Change in Control Agreement (13)

1 unchanged sentence

NEO Change in Control Severance Agreement (14)

Registrant’s Performance Share Plan Description (6)

Registrant’s Terms of Stock Option Award (7)

1 unchanged sentence

Registrant’s Terms of Restricted Stock Unit Award (15)

Registrant’s Terms of Special Equity Award (12)

Registrant’s Terms of Board of Directors Restricted Stock Unit Award (16)

Registrant’s Fiscal 2021 Performance Share Plan (17)

Registrant’s Fiscal 2022 Performance Share Plan (15)

Registrant’s Fiscal 2023 Performance Share Plan (18)

Registrant’s Terms of F21 Restricted Stock Unit Award (19)

1 unchanged sentence

Employment Agreement between Registrant and Kevin Hochman (13)

Transition Agreement between Registrant and Wyman T.

Form of Director and Officer Indemnification Agreement *

Subsidiaries of the Registrant *

20 unchanged sentences

(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

(2) Current report on Form 8-K dated May 18, 2023

(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.

(5) Current report on Form 8-K dated September 23, 2016

(6) Current report on Form 8-K dated June 22, 2023

(7) 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 September 28, 2022

(9) Quarterly report on Form 10-Q for quarter ended December 28, 2022

3 unchanged sentences

(13) Annual report on Form 10-K for year ended June 29, 2022

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

(15) Current report on Form 8-K dated August 26, 2021

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

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

(18) Current report on Form 8-K dated October 31, 2022

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

28 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.

What changed 10-K

Item 9A. Controls and Procedures