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Item 9A. Controls and Procedures

2024-08-21 compared with 2023-08-23 · 32 added, 33 removed, 113 unchanged (37% of the section changed)

9 unchanged sentences

OTHER INFORMATION

(a) Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year

On August 20, 2024, the Board approved amendments (the “Amendments”) to the Bylaws of the Company (the “Bylaws”), effective immediately.

The Amendments to the Bylaws:

Remove the resignation requirement in the Bylaws in the event that a director nominee for reelection does not receive the requisite majority shareholder vote and removed the ability of the Board to determine whether to accept or reject the resignation.

Clarify that the Board of Directors or presiding officer of the Company are responsible for making determinations of whether shareholder proposals and nominations were made in compliance with the Bylaws.

The foregoing description of the Amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws (as amended), a copy of which is attached hereto as Exhibit 3(b) and incorporated by reference herein.

(b) Trading Plans

During the quarter ended June 26, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

1 unchanged sentence

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” 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.

The information about our executive officers, Board of Directors, including its committees, and Section 16(a) reporting compliance, contained in the sections entitled “Proposal 1 - Election of Directors”, “Information About the Board of Directors and Governance of the Company”, “Information About Our Executive Officers”, “ Insider Trader Policy Statemen t” and to the extent applicable “Delinquent Section 16(a) Reports” in our Proxy Statement for the 2024 annual meeting of shareholders, is incorporated herein 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.

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

These documents are posted on our internet website at:

These documents are posted on our 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.

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.

3 unchanged sentences

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 2023 annual meeting of shareholders.

We incorporate that information in this document by reference.

The information about our executive and director compensation, contained in the sections entitled “Executive Compensation” and “Information About the Board of Directors and Governance of the Company - Directors Compensation” in our Proxy Statement for the 2024 annual meeting of shareholders is incorporated herein 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 “Stock Ownership of Certain Persons” and “Executive Compensation - Equity Compensation Plan Information” in our Proxy Statement for the 2023 annual meeting of shareholders.

We incorporate that information in this document by reference.

The information about our security ownership of certain beneficial owners and management and related stockholder matters, contained in the sections entitled “Stock Ownership of Certain Persons” and “Executive Compensation - Equity Compensation Plan Information” in our Proxy Statement for the 2024 annual meeting of shareholders is incorporated herein by reference.

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 2023 annual meeting of shareholders.

We incorporate that information in this document by reference.

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 2023 annual meeting of shareholders.

We incorporate that information in this document by reference.

The information about certain relationships and related transactions, contained in the section entitled “Certain Relationships and Related Transactions” in our Proxy Statement for the 2024 annual meeting of shareholders is incorporated herein by reference.

The information about the independence of our non-management directors, contained in the section entitled “Information About the Board of Directors and Governance of the Company - Director Independence” in our Proxy Statement for the 2024 annual meeting of shareholders is incorporated herein by reference.

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 2023 annual meeting of shareholders.

We incorporate that information in this document by reference.

The information about principal accountant fees and services, contained in the section entitled “Proposal 2 - Ratification of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2024 annual meeting of shareholders is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

5 unchanged sentences

Amended and Restated Bylaws of the Registrant *

Form of 3.875% Note due 2023 (3)

Indenture dated as of April 30, 2013 between Registrant and Wilmington Trust, National Association, as Trustee (4)

Second Supplemental Indenture dated as of May 15, 2013 between the Registrant and Wilmington Trust, National Association (3)

Form of 5.000% Senior Note due 2024 (2)

17 unchanged sentences

Registrant’s Terms of Retention Stock Unit Award (4)

Registrant’s Terms of Fiscal 2024 Retention Restricted Stock Unit Award (12)

Registrant’s Terms of Fiscal 2021-2023 Restricted Stock Unit Award (13)

Registrant’s Terms of Fiscal 2024 Restricted Stock Unit Award (12)

Registrant’s Terms of Restricted Stock Unit Award *

3 unchanged sentences

Registrant’s Fiscal 2024 Performance Share Plan (12)

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

Form of Retention Bonus Award Letter (20)

Registrant’s Fiscal 2025 Performance Share Plan *

Employment Agreement between Registrant and Kevin Hochman (10)

Form of Director and Officer Indemnification Agreement (16)

Registrant’s Insider Trading Policy *

Subsidiaries of the Registrant *

2 unchanged sentences

Hochman, President and Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) *

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) *

Certification by Michaela M.

Ware, 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) *

Certification by Kevin D.

1 unchanged sentence

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

Certification by Joseph G.

Taylor, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C.

Certification by Michaela M.

Ware, 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 *

Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement *

101.INS Inline XBRL Instance Document

8 unchanged sentences

(1) Annual report on Form 10-K for year ended June 28, 1995

(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.

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

8 unchanged sentences

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

(12) Quarterly report on Form 10-Q for quarter ended September 27, 2023

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

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

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

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

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

(20) Current report on Form 8-K dated June 30, 2022

(16) Annual report on Form 10-K for year ended June 28, 2023

FORM 10-K SUMMARY

3 unchanged sentences

August 21, 2024 By:

/S/ JOSEPH G.

/S/ MICHAELA M.

Executive Vice President and Chief Financial Officer

2 unchanged sentences

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

/S/ JOSEPH G.

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

/S/ MICHAELA M.

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

/S/ JOSEPH M.

14 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