Brinker International amends Bylaws with DGCL conformity, universal proxy card rules, indemnification updates

BRINKER INTERNATIONAL, INC

Bylaws updated to conform with DGCL: virtual meeting adjournment, shareholder list, opt-out of Section 116 on electronic delivery.
Shareholder nomination rules tightened: notice window 120-90 days before annual meeting, limit on nominees, universal proxy card compliance required.
Indemnification revisions: expense advancement upon undertaking; suit if unpaid after 60 days (indemnity) or 20 days (expenses); no indemnity for director-initiated suits without Board OK.
Clarified definition of uncontested election with majority voting standard; deleted outdated references, added gender-neutral terms.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BRINKER INTERNATIONAL, INC: The Board approved and adopted amendments to the Bylaws, including updates to conform to DGCL changes, revisions to shareholder nomination procedures, and indemnification provisions (effective 2023-05-18).

Change: bylaw amendment
Effective: 2023-05-18

Exact text from the filing

On May 18, 2023, the Board of Directors (the “Board”) of Brinker International, Inc. (the “Company”) approved and adopted amendments to the Bylaws of the Company, dated August 21, 2014 (the “Existing Bylaws”) that amend and restate the Existing Bylaws and that became effective as of the date approved the Board (the “Bylaws”).

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Source: SEC EDGAR

accession 0000703351-23-000024

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