Brinker International Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   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.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Brinker International’s independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   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.

   More detail

   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.

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When is the Brinker International Inc 2026 annual meeting?

Brinker International Inc (EAT) holds its 2026 annual shareholder meeting on Thursday, November 5, 2026.

What is the record date for the Brinker International Inc 2026 meeting?

The record date for the Brinker International Inc 2026 meeting is Tuesday, September 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Brinker International Inc's 2026 meeting?

The board is presenting 9 director nominees at the Brinker International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Brinker International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Brinker International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.