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 26, 2024, 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 26, 2024, our disclosure controls and procedures were effective.
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.
71
Table of Contents
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting in the fourth quarter of fiscal 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. 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:
1. 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.
2. 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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 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.
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.
72
Table of Contents
ITEM 11. EXECUTIVE COMPENSATION
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(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.
(a)(3) Exhibits - We make reference to the exhibits listed under Part (b) below.
(b) Exhibits
Exhibit Description
3(a)
Certificate of Incorporation of the Registrant, as amended (1)
3(b)
Amended and Restated Bylaws of the Registrant *
4( a )
Form of 5.000% Senior Note due 2024 (2)
4( b )
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 (2)
4( c )
Form of 8.250% Senior Notes due 2030 (3)
4( d )
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 (3)
73
Table of Contents
4( e )
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 (3)
4( f )
Description of Registered Securities (4)
10(a)
Registrant’s Stock Option and Incentive Plan, as amended (5)
10(b)
Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants, as amended (6)
10(c)
Credit Agreement dated August 18, 2021 (7)
10(d)
First Amendment to Credit Agreement dated October 27, 2021 (8)
10(e)
Second Amendment to the Credit Agreement dated May 2, 2023 (9)
10(f)
SVP Change in Control Agreement (10)
10(g)
Executive Severance Benefits Plan and Summary Plan Description (10)
10(h)
NEO Change in Control Severance Agreement (11)
10(i)
Registrant’s Terms of Stock Option Award (4)
10(j)
Registrant’s Terms of Retention Stock Unit Award (4)
10(k)
Registrant’s Terms of Fiscal 2024 Retention Restricted Stock Unit Award (12)
10( l )
Registrant’s Terms of Fiscal 2021-2023 Restricted Stock Unit Award (13)
10( m )
Registrant’s Terms of Fiscal 2024 Restricted Stock Unit Award (12)
10( n )
Registrant’s Terms of Restricted Stock Unit Award *
10( o )
Registrant’s Terms of Board of Directors Restricted Stock Unit Award (14)
10( p )
Registrant’s Fiscal 2022 Performance Share Plan (13)
10( q )
Registrant’s Fiscal 2023 Performance Share Plan (15)
10( r )
Registrant’s Fiscal 2024 Performance Share Plan (12)
10( s )
Registrant’s Fiscal 2025 Performance Share Plan *
10( t )
Employment Agreement between Registrant and Kevin Hochman (10)
10( u )
Form of Director and Officer Indemnification Agreement (16)
19.1
Registrant’s Insider Trading Policy *
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 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) *
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 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 *
97.1
Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement *
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 26, 2024 is formatted in Inline XBRL
* Filed herewith.
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) Current report on Form 8-K dated September 23, 2016
74
Table of Contents
(3) Current report on Form 8-K dated June 22, 2023
(4) Annual report on Form 10-K for year ended June 26, 2019
(5) Quarterly report on Form 10-Q for quarter ended September 28, 2022
(6) Quarterly report on Form 10-Q for quarter ended December 28, 2022
(7) Current report on Form 8-K dated August 18, 2021
(8) Quarterly report on Form 10-Q for quarter ended September 29, 2021
(9) Quarterly report on Form 10-Q for quarter ended March 29, 2023
(10) Annual report on Form 10-K for year ended June 29, 2022
(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
(15) Current report on Form 8-K dated October 31, 2022
(16) Annual report on Form 10-K for year ended June 28, 2023
ITEM 16. FORM 10-K SUMMARY
None.
75
Table of Contents
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 21, 2024 By: /S/ MICHAELA M. WARE
Michaela M. Ware,
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 21, 2024:
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/ MICHAELA M. WARE Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Michaela M. Ware
/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/ FRANK D. LIBERIO
Director
Frank D. Liberio
/S/ PRASHANT N. RANADE Director
Prashant N. Ranade
76