Brinker International shareholders approve executive pay

Auditor ratification recorded 37,258,841 shares for, while the executive compensation proposal recorded 35,372,176 shares for.

Available on EDGAR 11/06/2026 - 04:16 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Brinker International, Inc. (EAT) shareholders elected all management nominees at the November 5, 2026 annual meeting, to serve until the next annual meeting or until their successors are elected and qualified. Shareholders also approved ratification of KPMG LLP as independent auditors for fiscal 2027 and the executive compensation proposal.

Auditor ratification recorded 37,258,841 shares for, 885,725 against and 11,325 abstaining. The executive compensation proposal recorded 35,372,176 shares for, 541,986 against and 17,508 abstaining; 2,224,221 shares were 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.

Key Figures

Auditor ratification — For: 37,258,841 shares Auditor ratification — Against: 885,725 shares Auditor ratification — Abstain: 11,325 shares +4 more

7 metrics

Auditor ratification — For 37,258,841 shares Proposal 2 at the November 5, 2026 annual meeting

Auditor ratification — Against 885,725 shares Proposal 2 at the November 5, 2026 annual meeting

Auditor ratification — Abstain 11,325 shares Proposal 2 at the November 5, 2026 annual meeting

Executive compensation proposal — For 35,372,176 shares Proposal 3 at the November 5, 2026 annual meeting

Executive compensation proposal — Against 541,986 shares Proposal 3 at the November 5, 2026 annual meeting

Executive compensation proposal — Abstain 17,508 shares Proposal 3 at the November 5, 2026 annual meeting

Executive compensation proposal — Broker non-votes 2,224,221 shares Proposal 3 at the November 5, 2026 annual meeting

Key Terms

Broker Non-Vote, Withheld, Abstain

3 terms

Broker Non-Vote regulatory

"Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

Withheld regulatory

"For | Against | Withheld | Broker Non-Vote"

Abstain regulatory

"For | Against | Abstain | Broker Non-Vote"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EAT shareholders approve at the 2026 annual meeting?

Shareholders approved ratification of KPMG LLP as independent auditors for fiscal 2027 and the executive compensation proposal. They also elected all management nominees, who are to serve until the next annual meeting or until their successors are elected and qualified.

How many votes did EAT's executive compensation proposal receive?

The proposal received 35,372,176 shares for, 541,986 against and 17,508 abstaining; 2,224,221 shares were broker non-votes. Shareholders approved the proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 5, 2026

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DE

1-10275

75-1914582

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

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

3000 Olympus Blvd

Dallas

TX

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 5, 2026. 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			35,673,829			230,267			27,574			2,224,221
Cynthia L. Davis			35,346,590			564,012			21,068			2,224,221
Joseph M. DePinto			35,445,671			465,217			20,782			2,224,221
Harriet Edelman			35,320,745			589,958			20,967			2,224,221
William T. Giles			35,415,145			493,052			23,473			2,224,221
Kevin D. Hochman			35,805,045			106,571			20,055			2,224,221
Ramona T. Hood			35,663,478			240,015			28,177			2,224,221
James C. Katzman			35,671,972			237,135			22,563			2,224,221
Frank D. Liberio			35,671,702			236,918			23,050			2,224,221

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2027 was approved. The results were as follows:

For			Against			Abstain			Broker Non-Vote
37,258,841			885,725			11,325			0

Proposal 3

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

For			Against			Abstain			Broker Non-Vote
35,372,176			541,986			17,508			2,224,221

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 6, 2026			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)