Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
On March 6, 2025 , Kevin D. Hochman , the Company’s President and Chief Executive Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Under the terms of the plan Mr. Hochman may sell up to 110,000 shares. The plan will terminate on the earlier of February 17, 2026, or completion of all orders relating to trades specified in the plan.
Mr. Hochman entered into the trading plan for financial planning purposes, principally to diversify the high percentage of his family wealth concentrated in the Company’s stock. Prior to the first transaction under the plan, Mr. Hochman’s Company holdings plus unvested restricted stock units are expected to exceed 260,000 shares based on current performance and vesting schedules. Mr. Hochman will also have 327,190 unvested performance shares,
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not including any new annual grant expected to be made in August 2025. At all times after the transactions under his trading plan, Mr. Hochman is expected to far exceed the Company’s stock ownership guideline of six times his annual salary.
The Rule 10b5-1 trading arrangement described above was adopted and pre-cleared in accordance with the Company’s policies and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.
ITEM 6. EXHIBITS
Exhibit Description
3.1
Certificate of Incorporation of Registrant, as amended (1)
3.2
Amended and Restated Bylaws of Registrant (2)
31(a)
Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant and President of Chili’s Grill & Bar, 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 and President of Chili’s Grill & Bar, 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*
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Schema Document
101.CAL XBRL Calculation Linkbase Document
101.DEF XBRL Definition Linkbase Document
101.LAB XBRL Label Linkbase Document
101.PRE XBRL Presentation Linkbase
104 The cover page from the Registrant's Quarterly Report on Form 10-Q for the thirteen week period ended March 26, 2025 is formatted in Inline XBRL.
* Filed herewith.
(1) Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 28, 1995 and incorporated herein by reference.
(2) Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 26, 2024 and incorporated herein by reference.
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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: April 29, 2025 By: /S/ KEVIN D. HOCHMAN
Kevin D. Hochman,
President and Chief Executive Officer
of Brinker International, Inc.
and President of Chili’s Grill & Bar
(Principal Executive Officer)
Date: April 29, 2025 By: /S/ MICHAELA M. WARE
Michaela M. Ware,
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.