blmn-20260422
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 22, 2026
BLOOMIN’ BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35625 | 20-8023465 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
2202 North West Shore Boulevard, Suite 500, Tampa, FL 33607
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (813) 282-1225
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| Common Stock | $0.01 par value | BLMN | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 22, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 75,618,251 shares of Common Stock, representing 88.71% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:
1.Stockholders elected each of the following nine nominees as a director to serve for a one-year term expiring at the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, as set forth below.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| James L. Dinkins | 64,817,764 | 845,467 | 342,310 | 9,612,710 | ||||||||||||||||||||||
| David George | 65,005,761 | 663,139 | 336,641 | 9,612,710 | ||||||||||||||||||||||
| Colleen Keating | 64,944,778 | 727,543 | 333,220 | 9,612,710 | ||||||||||||||||||||||
| Julie Kunkel | 63,638,729 | 2,033,306 | 333,506 | 9,612,710 | ||||||||||||||||||||||
| Rohit Lal | 64,955,244 | 713,454 | 336,843 | 9,612,710 | ||||||||||||||||||||||
| John J. Mahoney | 62,676,969 | 2,986,844 | 341,728 | 9,612,710 | ||||||||||||||||||||||
| Melanie Marein-Efron | 63,474,883 | 2,196,559 | 334,099 | 9,612,710 | ||||||||||||||||||||||
| R. Michael Mohan | 59,768,902 | 5,902,206 | 334,433 | 9,612,710 | ||||||||||||||||||||||
| Michael Spanos | 64,942,750 | 947,640 | 115,151 | 9,612,710 | ||||||||||||||||||||||
2.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 27, 2026, as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 73,278,970 | 2,274,489 | 64,792 | — | |||||||||||||||||
3.Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 62,878,802 | 2,924,007 | 202,732 | 9,612,710 | |||||||||||||||||
4.Stockholders approved the Amended and Restated Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan, as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 55,960,143 | 9,905,960 | 139,438 | 9,612,710 | |||||||||||||||||
5.Stockholders did not approve the stockholder proposal regarding disclosure of employee retention demographics.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 5,973,737 | 59,839,238 | 192,566 | 9,612,710 | |||||||||||||||||
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6.Stockholders approved the stockholder proposal regarding issuance of “blank-check” preferred stock.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 37,991,234 | 27,931,886 | 82,421 | 9,612,710 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | Description | ||||||||||
| 10.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLOOMIN’ BRANDS, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | April 24, 2026 | By: | /s/ Kelly Lefferts | ||||||||
| Kelly Lefferts | |||||||||||
Executive Vice President, Chief Legal Officer and Secretary | |||||||||||