Bloomin’ Brands (NASDAQ: BLMN) holders approve board, pay and incentive plan

Rhea-AI Filing Summary

Bloomin’ Brands, Inc. reported the results of its April 22, 2026 annual stockholder meeting. A total of 75,618,251 shares of common stock, representing 88.71% of shares outstanding and eligible to vote, were present, establishing a strong quorum.

Stockholders elected nine directors to one-year terms, with each nominee receiving significantly more votes for than against. They also ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 27, 2026, and approved on a non-binding advisory basis the compensation of named executive officers.

Stockholders approved the Amended and Restated Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan. A stockholder proposal on disclosure of employee retention demographics did not pass, while a separate stockholder proposal regarding issuance of “blank-check” preferred stock was approved.

Insights

Corporate governance analyst

Bloomin’ Brands investors backed all core board and pay items, while supporting limits on blank-check preferred stock.

Stockholders elected all nine directors and ratified PricewaterhouseCoopers LLP as auditor, signaling broad support for the current board and financial oversight. The non-binding vote approving executive compensation also indicates general acceptance of the pay structure disclosed to investors.

Approval of the Amended and Restated 2025 Omnibus Incentive Compensation Plan gives the company continued flexibility to grant equity-based awards, aligning employees with shareholder outcomes using stock incentives. At the same time, investors rejected an employee retention demographics disclosure proposal but approved a proposal on issuance of “blank-check” preferred stock, which can influence how and when the company uses this type of capital structure tool.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 75,618,251 shares Participation rate: 88.71% Auditor ratification votes for PwC: 73,278,970 votes for +4 more

7 metrics

Shares represented at meeting 75,618,251 shares Common stock represented at April 22, 2026 annual meeting

Participation rate 88.71% Percentage of shares outstanding and eligible to vote at meeting

Auditor ratification votes for PwC 73,278,970 votes for Ratification of PricewaterhouseCoopers LLP for FY ending December 27, 2026

Say-on-pay support 62,878,802 votes for Non-binding advisory approval of named executive officer compensation

Omnibus plan approval votes 55,960,143 votes for Approval of Amended and Restated 2025 Omnibus Incentive Compensation Plan

Blank-check preferred stock proposal support 37,991,234 votes for Stockholder proposal on issuance of “blank-check” preferred stock

Employee demographics proposal support 5,973,737 votes for Stockholder proposal on employee retention demographics disclosure

Key Terms

non-binding advisory basis, Omnibus Incentive Compensation Plan, blank-check preferred stock, broker non-votes, +1 more

5 terms

non-binding advisory basis financial

"Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Omnibus Incentive Compensation Plan financial

"Stockholders approved the Amended and Restated Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan"

An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.

blank-check preferred stock financial

"Stockholders approved the stockholder proposal regarding issuance of “blank-check” preferred stock"

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered certified public accounting firm financial

"Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm"

Understanding 8-K Material Events →

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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

2

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						Amended and Restated Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to the Definitive Proxy Statement filed by Bloomin’ Brands, Inc. on March 3, 2026)
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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

FAQ

What did Bloomin’ Brands (BLMN) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing nine directors, ratifying PricewaterhouseCoopers as auditor, approving executive compensation, approving the Amended and Restated 2025 Omnibus Incentive Compensation Plan, and two stockholder proposals on employee retention demographics and “blank-check” preferred stock.

How many Bloomin’ Brands (BLMN) shares were represented at the 2026 annual meeting?

A total of 75,618,251 shares of common stock were represented, equal to 88.71% of shares outstanding and eligible to vote. This high participation level established a solid quorum for all items presented at the annual meeting.

Were all Bloomin’ Brands (BLMN) director nominees elected in 2026?

Yes, all nine director nominees were elected to one-year terms. Each nominee, including James L. Dinkins and Michael Spanos, received substantially more votes for than against, with additional broker non-votes reflecting shares not voted on the election proposal.

Did Bloomin’ Brands (BLMN) stockholders approve executive compensation in 2026?

Yes, stockholders approved, on a non-binding advisory basis, the compensation of named executive officers, with 62,878,802 votes for, 2,924,007 against, and 202,732 abstentions, plus 9,612,710 broker non-votes, showing overall support for the disclosed pay program.

What happened to Bloomin’ Brands’ 2025 Omnibus Incentive Compensation Plan proposal?

Stockholders approved the Amended and Restated Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan, with 55,960,143 votes for, 9,905,960 against, and 139,438 abstentions, plus broker non-votes, allowing continued use of equity-based incentives.

How did Bloomin’ Brands (BLMN) investors vote on the “blank-check” preferred stock proposal?

Stockholders approved the proposal regarding issuance of “blank-check” preferred stock with 37,991,234 votes for, 27,931,886 against, and 82,421 abstentions, plus broker non-votes. This outcome reflects investor preferences around how such preferred stock can be used.

Was the Bloomin’ Brands (BLMN) employee retention demographics proposal approved?

No, the stockholder proposal on disclosure of employee retention demographics did not pass. It received 5,973,737 votes for, 59,839,238 against, and 192,566 abstentions, alongside 9,612,710 broker non-votes, indicating limited support among voting shareholders.

Filing Exhibits & Attachments

3 documents

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