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Delaware
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001-35625
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20-8023465
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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$0.01 par value
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BLMN
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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1.
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Stockholders elected each of the following two nominees as a director to serve for a term to expire at the 2023 Annual Meeting and until their successors have been duly elected and qualified, as set forth below.
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Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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James R. Craigie
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70,941,188
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2,663,220
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39,130
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6,504,484
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David J. Deno
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71,009,101
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2,596,763
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37,674
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6,504,484
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2.
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Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2020, as set forth below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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75,233,719
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4,844,620
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69,683
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—
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3.
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Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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56,561,377
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17,038,637
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43,524
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6,504,484
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4.
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Stockholders approved the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan, as set forth below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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60,416,837
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13,188,497
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38,204
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6,504,484
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5.
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Stockholders approved the non-binding stockholder proposal that the Board take steps necessary to eliminate the classified Board structure.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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62,207,994
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11,392,813
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42,731
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6,504,484
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6.
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Stockholders did not approve the stockholder proposal that the Board issue a report assessing how the Company could increase efforts to mitigate supply chain greenhouse gas emissions.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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19,440,911
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53,881,600
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321,027
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6,504,484
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Item 9.01
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Financial Statements and Exhibits
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Exhibit
Number
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Description
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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BLOOMIN’ BRANDS, INC.
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(Registrant)
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Date:
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May 29, 2020
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By:
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/s/ Kelly Lefferts
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Kelly Lefferts
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Executive Vice President, Chief Legal Officer and Secretary
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Director Name/Participant:
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<name>
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Type of Grant:
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Restricted Stock Unit
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Date of Grant:
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<date>
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Total Shares Granted:
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<shares>
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Vesting Date
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Vesting Percentage
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The date of the first annual stockholders meeting following the Date of Grant
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One-Third
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The date of the second annual stockholders meeting following the Date of Grant
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One-Third
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The date of the third annual stockholders meeting following the Date of Grant
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One-Third
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BLOOMIN’ BRANDS, INC.
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By:
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ELECTRONIC SIGNATURE
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David Deno, Chief Executive Officer
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(or Kelly Lefferts, Chief Legal Officer)
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Name/Participant:
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<name>
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Type of Grant:
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Nonqualified Stock Options
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Date of Grant:
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<date>
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Total Options Granted:
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<options >
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Option Price:
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<FMV>
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Vesting Date
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Vesting Percentage
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First Anniversary of Date of Grant
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One-Third
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Second Anniversary of Date of Grant
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One-Third
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Third Anniversary of Date of Grant
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One-Third
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BLOOMIN’ BRANDS, INC.
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By:
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ELECTRONIC SIGNATURE
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David Deno, Chief Executive Officer
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(or Kelly Lefferts, Chief Legal Officer)
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Name/Participant:
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<name>
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Type of Grant:
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Restricted Stock Unit
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Date of Grant:
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<date>
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Total Shares Granted:
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<shares>
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Vesting Date
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Vesting Percentage
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First Anniversary of Date of Grant
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One-Third
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Second Anniversary of Date of Grant
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One-Third
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Third Anniversary of Date of Grant
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One-Third
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BLOOMIN’ BRANDS, INC.
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By:
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ELECTRONIC SIGNATURE
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David Deno, Chief Executive Officer
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(or Kelly Lefferts, Chief Legal Officer)
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Name/Participant:
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<name>
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Type of Grant:
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Performance Awards
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Date of Grant:
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<date>
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Total Shares Granted:
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<shares>
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BLOOMIN’ BRANDS, INC.
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By:
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ELECTRONIC SIGNATURE
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David Deno, Chief Executive Officer
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(or Kelly Lefferts, Chief Legal Officer)
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Bloomin’ Brands, Inc. Adjusted Diluted Earnings Per Share Annual Growth Rate
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Payout Adjustment Percentage
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[_____]%
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200%
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[_____]%
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150%
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[_____]%
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125%
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[_____]%
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100%
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[_____]%
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75%
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[_____]%
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50%
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[_____]%
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0%
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For percentage achievement of Plan between listed Performance Goals, the Payout Adjustment Percentage will be interpolated between Performance Goals, except that anything below the lowest listed Performance Goal results in no payout.
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(i)
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asset impairment expenses or write-downs;
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(ii)
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litigation, claims, judgments or settlements;
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(iii)
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unusual, infrequently occurring, extraordinary or nonoperating items;
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(iv)
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restructurings;
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(v)
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acquisitions, divestures or discontinued operations;
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(vi)
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transaction-related expenses;
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(vii)
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stock dividends, splits, combinations or exchanges of stock; and
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(viii)
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the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results.
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Name/Participant:
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<name>
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Type of Grant:
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Restricted Cash Award
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Date of Grant:
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<date>
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Total Amount Granted:
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<awards>
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Vesting Date
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Vesting Percentage
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First Anniversary of Date of Grant
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One-Third
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Second Anniversary of Date of Grant
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One-Third
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Third Anniversary of Date of Grant
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One-Third
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BLOOMIN’ BRANDS, INC.
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By:
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ELECTRONIC SIGNATURE
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David Deno, Chief Executive Officer
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(or Kelly Lefferts, Chief Legal Officer)
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