9 unchanged sentences
OTHER INFORMATION
−Removed: (a) Item 5.03 Amendments to Articles of Incorporation or Bylaws;
−Removed: Change in Fiscal Year
−Removed: On August 20, 2024, the Board approved amendments (the “Amendments”) to the Bylaws of the Company (the “Bylaws”), effective immediately.
−Removed: The Amendments to the Bylaws:
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: (b) Trading Plans
−Removed: 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.
+Added: Rule 10b5-1 Trading Arrangements
+Added: On June 5, 2025 , James C.
+Added: Katzman , a member of the Company’s Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act to sell up to 2,072 shares over a period ending on September 11, 2026 , subject to certain conditions.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: 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.
+Added: 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” and to the extent applicable “Delinquent Section 16(a) Reports” in our Proxy Statement for the 2025 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.
11 unchanged sentences
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: 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.
+Added: 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 -
+Added: Equity Compensation Plan Information” in our Proxy Statement for the 2025 annual meeting of shareholders is incorporated herein by reference.
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 2025 annual meeting of shareholders is incorporated herein by reference.
−Removed: 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.
+Added: For 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 2025 annual meeting of shareholders is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
17 unchanged sentences
Registrant’s Stock Option and Incentive Plan, as amended (6)
+Added: Registrant’s 2024 Stock Option and Incentive Plan (7)
Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants, as amended (8)
Credit Agreement dated August 18, 2021 (9)
−Removed: First Amendment to Credit Agreement dated October 27, 2021 (8)
−Removed: Second Amendment to the Credit Agreement dated May 2, 2023 (9)
+Added: Fourth Amendment to the Credit Agreement dated May 1, 2025 (10)
SVP Change in Control Agreement (11)
4 unchanged sentences
Registrant’s Terms of Fiscal 2024 Retention Restricted Stock Unit Award (13)
−Removed: Registrant’s Terms of Fiscal 2021-2023 Restricted Stock Unit Award (13)
−Removed: Registrant’s Terms of Fiscal 2024 Restricted Stock Unit Award (12)
+Added: Registrant’s Terms of Restricted Stock Unit Award for Fiscal 2022-2023 (14)
+Added: Registrant’s Terms of Restricted Stock Unit Award for Fiscal 2024 (13)
Registrant’s Terms of Restricted Stock Unit Award (2)
4 unchanged sentences
Registrant’s Fiscal 2025 Performance Share Plan (2)
+Added: Registrant’s Fiscal 2025 Executive Performance Share Retention Plan (17)
Employment Agreement between Registrant and Kevin Hochman (11)
24 unchanged sentences
(1) Annual report on Form 10-K for year ended June 28, 1995
+Added: (2) Annual report on Form 10-K for year ended June 26, 2024
(3) Current report on Form 8-K dated September 23, 2016
2 unchanged sentences
(6) Quarterly report on Form 10-Q for quarter ended September 28, 2022
+Added: (7) Proxy Statement of Registrant filed on September 27, 2024
(8) Quarterly report on Form 10-Q for quarter ended December 28, 2022
(9) Current report on Form 8-K dated August 18, 2021
−Removed: (8) Quarterly report on Form 10-Q for quarter ended September 29, 2021
−Removed: (9) Quarterly report on Form 10-Q for quarter ended March 29, 2023
+Added: (10) Current report on Form 8-K dated May 1, 2025
(11) Annual report on Form 10-K for year ended June 29, 2022
4 unchanged sentences
(16) Current report on Form 8-K dated October 31, 2022
+Added: (17) Current report on Form 8-K dated November 6, 2024
(18) Annual report on Form 10-K for year ended June 28, 2023
8 unchanged sentences
HOCHMAN President and Chief Executive Officer of Brinker International, Inc.
−Removed: and President of Chili’s Grill & Bar (Principal Executive Officer) and Director
+Added: and President of Chili’s Grill & Bar and Maggiano's Little Italy (Principal Executive Officer) and Director
/S/ MICHAELA M.
12 unchanged sentences
HOOD Director
+Added: /S/ TIMOTHY A.
KATZMAN Director
2 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.