Brinker International shareholders approve directors, KPMG and say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Brinker International, Inc. (EAT) reported the results of its November 20, 2025 Annual Meeting of Shareholders. All management nominees for the board of directors were elected, each receiving over 34 million "for" votes, with Kevin D. Hochman receiving 35,440,077 votes in favor.

Shareholders also approved the ratification of KPMG LLP as independent auditors for fiscal 2026, with 38,189,677 votes for and 882,015 against. In addition, the advisory proposal on executive compensation was approved, drawing 34,195,055 votes for and 1,332,331 against, with 3,507,621 broker non-votes.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

11/24/2025 - 04:29 PM

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): November 20, 2025

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

1-10275

75-1914582

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3000 Olympus Blvd

Dallas

75019

(Address of principal executive offices)

(Zip Code)

(972)

980-9917

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.10 par value

EAT

NYSE

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)).

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. ☐

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

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

The Annual Meeting of Shareholders of the Company was held on November 20, 2025. Matters voted upon by shareholders at that meeting were:

Proposal 1

Each of the management’s nominees, was elected, a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.


		Number of Shares Voted
Name	For	Against	Withheld	Broker Non-Vote
Frances L. Allen	35,234,155	318,617	75,777	3,507,621
Cynthia L. Davis	35,321,585	242,685	64,279	3,507,621
Joseph M. DePinto	34,766,649	798,267	63,633	3,507,621
Harriet Edelman	34,247,885	1,316,961	63,703	3,507,621
William T. Giles	34,563,082	1,002,055	63,412	3,507,621
Kevin D. Hochman	35,440,077	125,273	63,199	3,507,621
Ramona T. Hood	35,499,915	64,682	63,952	3,507,621
Timothy A. Johnson	35,409,176	157,921	61,452	3,507,621
James C. Katzman	35,237,550	328,124	62,875	3,507,621
Frank D. Liberio	35,375,402	189,944	63,203	3,507,621

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2026 was approved. The results were as follows:


For	Against	Abstain	Broker Non-Vote
38,189,677	882,015	64,478	0

Proposal 3

The proposal on executive compensation as approved. The results were as follows:


For	Against	Abstain	Broker Non-Vote
34,195,055	1,332,331	101,164	3,507,621

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BRINKER INTERNATIONAL, INC., a Delaware corporation

Dated: November 24, 2025	By:	/s/ KEVIN D. HOCHMAN
		Kevin D. Hochman,
		Chief Executive Officer and President
		and President of Chili’s Grill & Bar & Maggiano’s Little Italy
		(Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Brinker International (EAT) announce in this Form 8-K?

Brinker International reported the results of its November 20, 2025 Annual Meeting of Shareholders, including director elections and votes on auditor ratification and executive compensation.

Were all Brinker International (EAT) director nominees elected at the 2025 annual meeting?

Yes. All management nominees, including Kevin D. Hochman, Frances L. Allen, Cynthia L. Davis and others, were elected as directors to serve until the next annual meeting or until their successors are elected and qualified.

Did Brinker International (EAT) shareholders ratify KPMG LLP as auditor for fiscal 2026?

Yes. The proposal to ratify KPMG LLP as independent auditors for fiscal 2026 received 38,189,677 votes for, 882,015 against, and 64,478 abstentions, with no broker non-votes.

How did Brinker International (EAT) shareholders vote on executive compensation?

Shareholders approved the advisory proposal on executive compensation, with 34,195,055 votes for, 1,332,331 votes against, 101,164 abstentions, and 3,507,621 broker non-votes.

Who signed the Brinker International (EAT) Form 8-K for the 2025 annual meeting results?

The report was signed on behalf of Brinker International, Inc. by Kevin D. Hochman, Chief Executive Officer, President, and President of Chili’s Grill & Bar & Maggiano’s Little Italy, as Principal Executive Officer.

What was the highest level of support for a Brinker International (EAT) director nominee?

Among the nominees listed, Ramona T. Hood received 35,499,915 votes for, 64,682 against, and 63,952 withheld, with 3,507,621 broker non-votes.