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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2023
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BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DE 1-10275 75-1914582
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
3000 Olympus Blvd
Dallas TX 75019
(Address of principal executive offices) (Zip Code)
(972) 980-9917
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of exchange on which registered
Common Stock, $0.10 par value
 EAT NYSE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Brinker International, Inc. (the “Company”) was held on November 16, 2023. Matters voted upon by shareholders at that meeting were:

Proposal 1

Each of the management’s nominees, was elected, a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.

Number of Shares Voted
Name For Against Withheld Broker Non-Vote
Frances L. Allen 37,613,679 72,481 26,492 2,575,120
Cynthia L. Davis 37,575,131 110,894 26,627 2,575,120
Joseph M. DePinto 36,149,894 1,498,527 64,231 2,575,120
Harriet Edelman 36,640,311 1,046,033 26,308 2,575,120
William T. Giles 37,544,750 141,331 26,571 2,575,120
Kevin D. Hochman 37,435,018 249,739 27,895 2,575,120
Ramona T. Hood 37,609,566 76,755 26,331 2,575,120
James C. Katzman 37,545,748 140,972 25,932 2,575,120
Prashant N. Ranade 37,603,076 83,155 26,421 2,575,120

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2024 was approved. The results were as follows:

For Against Abstain Broker Non-Vote
39,791,062 468,138 28,572 0

Proposal 3

The proposal on executive compensation as approved. The results were as follows:

For Against Abstain Broker Non-Vote
36,749,381 714,805 248,466 2,575,120

Proposal 4

The proposal on frequency of executive compensation was approved. The results were as follows:

1 Year 2 Years 3 Years Broker Non-Vote
36,706,921 16,220 959,466 2,575,120


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BRINKER INTERNATIONAL, INC.,
a Delaware corporation
Dated: November 20, 2023 By: /s/ KEVIN D. HOCHMAN
Kevin D. Hochman,
Chief Executive Officer and President
and President of Chili’s Grill & Bar
(Principal Executive Officer)