Independent
Tenure on this board
6.2 yrs
Also a director at
Grocery Outlet Holding Corp (GO)
9 nominees · 3 ballot items.
Shareholders will elect nine directors, ratify KPMG LLP as the independent registered public accounting firm for fiscal 2027, and approve on an advisory basis the compensation of the Company’s named executive officers.
Elect Frances L. Allen, Cynthia L. Davis, Joseph M. DePinto, Harriet Edelman, William T. Giles, Kevin D. Hochman, Ramona T. Hood, James C. Katzman, and Frank D. Liberio to one-year terms ending at the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of KPMG LLP as Brinker International’s independent registered public accounting firm for fiscal 2027.
Approve, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative for the 2026 Annual Meeting.
Proposal 3 asks shareholders to approve, on an advisory and non-binding basis, the compensation awarded or paid to Brinker’s named executive officers for fiscal 2026. The resolution incorporates the Compensation Discussion and Analysis, compensation tables, and related narrative in the proxy statement rather than approving any single compensation element. Management explains that the Talent & Compensation Committee oversees the program and designs it around attracting and retaining talented leaders, motivating long-term shareholder value creation, and aligning pay with performance. The program places most targeted compensation at risk through short-term incentives and equity awards, including performance shares and time-vested restricted stock units. Fiscal 2026 results included revenue growth, increased diluted earnings per share, a 139.9% annual bonus-plan payout, and a 200% payout under the completed long-term performance share plan. The Company also reports that shareholders supported the prior year’s say-on-pay proposal with 96% of votes cast and that the Committee continued its compensation strategy in light of that support. The compensation program includes performance metrics based on adjusted profit before tax, revenue, adjusted EBITDA, and relative total shareholder return, along with stock ownership requirements and clawback provisions. The proposal is expressly non-binding, so it will not alter compensation already paid or awarded, overrule Board or Committee decisions, or limit future shareholder proposals. The Board recommends voting FOR because it believes the disclosed program appropriately aligns executives’ interests with shareholders’ long-term value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.17% | 4,664,513 | $784M |
| 2 | FMR LLC | 11.09% | 4,631,118 | $778M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.02% | 2,512,991 | $422M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.63% | 1,933,444 | $325M |
| 5 | STATE STREET CORP | 4.19% | 1,748,760 | $294M |
| 6 | BlackRock, Inc. | 3.24% | 1,353,540 | $227M |
| 7 | FMR LLC | 2.92% | 1,221,075 | $205M |
| 8 | Capital World Investors | 2.82% | 1,177,112 | $198M |
| 9 | Holocene Advisors, LP | 2.65% | 1,106,997 | $186M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.55% | 1,065,514 | $179M |
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