Brinker International (EAT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 6, 2024, will be held virtually; shareholders as of September 9, 2024, are eligible to vote on key proposals including director elections, auditor ratification, executive compensation, and a new stock option plan.

• The board recommends voting in favor of all proposals, including the election of ten directors, ratification of KPMG LLP as auditor, advisory approval of executive compensation, and approval of the 2024 Stock Option and Incentive Plan.

• Shareholders can vote online, by phone, or by mail prior to the meeting; detailed instructions and proxy materials are available online.

Voting matters and shareholder proposals

• Proposals include: (1) election of ten directors for one-year terms, (2) ratification of KPMG LLP as independent auditor for fiscal 2025, (3) advisory vote on executive compensation, and (4) approval of the 2024 Stock Option and Incentive Plan.

• All proposals require a majority of votes cast for approval; the board recommends voting FOR each proposal.

• No shareholder proposals were received for this meeting.

Board of directors and corporate governance

• Board consists of ten members with diverse backgrounds in leadership, industry, and demographics; nine are independent, and one (the CEO) is not.

• Board committees include Audit, Talent & Compensation, and Governance & Nominating, all composed of independent directors.

• Board leadership is separated between an independent Chairman and the CEO; annual board and committee evaluations are conducted.

• Directors are subject to stock ownership guidelines and receive a mix of cash and RSUs as compensation.