--- schema_version: "secwatch.filing_event.v1" accession: "0000703351-22-000056" form_type: "8-K" ticker: "EAT" cik: "0000703351" company_name: "BRINKER INTERNATIONAL, INC" filed_at: "2022-11-21T23:59:59+00:00" generated_at: "2026-06-21T15:21:49.359193+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Brinker International shareholders elect all 9 nominees, approve say-on-pay, ratify KPMG, reject antibiotic proposal ## Summary - All 9 management director nominees elected; highest vote withheld for James Katzman (31,672 withheld). - Ratification of KPMG as independent auditor for FY2023 approved with 40.0M for, 0.5M against. - Executive compensation (say-on-pay) approved with 36.1M for, 1.1M against. - Amendment to 1999 Stock Option Plan for Non-Employee Directors approved with 36.6M for. - Shareholder proposal on antibiotic use in beef/pork supply chain not approved, with 28.9M against. ## SEC filing metadata - accession: 0000703351-22-000056 - form_type: 8-K - ticker: EAT - cik: 0000703351 - company_name: BRINKER INTERNATIONAL, INC - filed_at: 2022-11-21T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/703351/000070335122000056/0000703351-22-000056-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/703351/000070335122000056/a8-kannualshmeeting11172022.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000703351-22-000056 - JSON: https://secwatch.observer/filing/0000703351-22-000056.json - Plain text: https://secwatch.observer/filing/0000703351-22-000056.txt ## Key facts - Shareholder Votes BRINKER INTERNATIONAL, INC shareholders approved Approval of executive compensation at the 2022-11-17 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-11-17 source text: Proposal 3 The proposal on executive compensation was approved. The results were as follows: For Against Abstain Broker Non-Vote 36,119,618 1,142,859 35,761 3,247,062 evidence_url: https://www.sec.gov/Archives/edgar/data/703351/000070335122000056/0000703351-22-000056-index.htm - Shareholder Votes BRINKER INTERNATIONAL, INC shareholders approved Ratification of Appointment of KPMG LLP as Independent Auditors for Fiscal 2023 at the 2022-11-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-11-17 source text: Proposal 2 The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2023 was approved. The results were as follows: For Against Abstain Broker Non-Vote 40,004,635 519,688 20,977 0 evidence_url: https://www.sec.gov/Archives/edgar/data/703351/000070335122000056/0000703351-22-000056-index.htm - Shareholder Votes BRINKER INTERNATIONAL, INC shareholders approved Amendment of Company’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants at the 2022-11-17 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-11-17 source text: Proposal 4 The proposal on amendment of Company’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants was approved. The results were as follows: For Against Abstain Broker Non-Vote 36,563,813 694,949 39,476 3,247,062 evidence_url: https://www.sec.gov/Archives/edgar/data/703351/000070335122000056/0000703351-22-000056-index.htm - Shareholder Votes BRINKER INTERNATIONAL, INC shareholders approved Election of Directors at the 2022-11-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-11-17 source text: Proposal 1 Each of management’s nominees was elected as 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 37,142,225 130,399 25,614 3,247,062 Cynthia L. Davis 37,127,190 145,958 25,090 3,247,062 Joseph M. DePinto 36,465,382 806,421 26,435 3,247,062 Harriet Edelman 36,691,977 582,920 23,341 3,247,062 William T. Giles 37,136,374 137,514 24,350 3,247,062 Kevin D. Hochman 37,204,742 69,293 24,203 3,247,062 Ramona T. Hood 37,191,728 82,509 24,001 3,247,062 James C. Katzman 37,060,158 206,408 31,672 3,247,062 Prashant N. Ranade 37,134,939 136,733 26,566 3,247,062 evidence_url: https://www.sec.gov/Archives/edgar/data/703351/000070335122000056/0000703351-22-000056-index.htm - Shareholder Votes BRINKER INTERNATIONAL, INC shareholders rejected Shareholder proposal requesting a report on measures the Company is taking to end the use of medically important antibiotics in the Company’s beef and pork supply chain at the 2022-11-17 meeting. - Outcome: failed - Meeting: 2022-11-17 source text: Proposal 5 The shareholder proposal requesting a report on measures the Company is taking to end the use of medically important antibiotics in the Company’s beef and pork supply chain was not approved. The results were as follows: For Against Abstain Broker Non-Vote 7,993,341 28,913,456 391,441 3,247,062 evidence_url: https://www.sec.gov/Archives/edgar/data/703351/000070335122000056/0000703351-22-000056-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.