BRINKER INTERNATIONAL INC
For the period ended Jun 26, 2024. Filed Aug 21, 2024.
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FY2024 · Filed Aug 21, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements -For a list of all financial statements, refer to the Consolidated Financial Statements Table of Contents in Part II, Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules -All schedules are omitted as the required information is inapplicable or the information is presented in the Part II, Item 8 - Financial Statements and Supplementary Data financial statements or related notes.
(a)(3) Exhibits -We make reference to the exhibits listed under Part (b) below.
(b) Exhibits
| Exhibit | Description |
| 3(a) | Certificate of Incorporation of the Registrant, as amended(1) |
| 3(b) | Amended and Restated Bylaws of the Registrant* |
| 4(a) | Form of 5.000% Senior Note due 2024(2) |
| 4(b) | Senior Notes Indenture dated as of September 23, 2016, by and among the Registrant, the Guarantors named therein and U.S. Bank National Association, as trustee(2) |
| 4(c) | Form of 8.250% Senior Notes due 2030(3) |
| 4(d) | Indenture, dated as of June 27, 2023, by and among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee(3) |
| 4(e) | Purchase Agreement, dated as of June 22, 2023, by and among the Company, the Guarantors named therein and J.P. Morgan Securities LLC, as representative to the initial purchasers(3) |
| 4(f) | Description of Registered Securities(4) |
| 10(a) | Registrant’s Stock Option and Incentive Plan, as amended(5) |
| 10(b) | Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants, as amended(6) |
| 10(c) | Credit Agreement dated August 18, 2021(7) |
| 10(d) | First Amendment to Credit Agreement dated October 27, 2021(8) |
| 10(e) | Second Amendment to the Credit Agreement dated May 2, 2023(9) |
| 10(f) | SVP Change in Control Agreement(10) |
| 10(g) | Executive Severance Benefits Plan and Summary Plan Description(10) |
| 10(h) | NEO Change in Control Severance Agreement(11) |
| 10(i) | Registrant’s Terms of Stock Option Award(4) |
| 10(j) | Registrant’s Terms of Retention Stock Unit Award(4) |
| 10(k) | Registrant’s Terms of Fiscal 2024 Retention Restricted Stock Unit Award(12) |
| 10(l) | Registrant’s Terms of Fiscal 2021-2023 Restricted Stock Unit Award(13) |
| 10(m) | Registrant’s Terms of Fiscal 2024 Restricted Stock Unit Award(12) |
| 10(n) | Registrant’s Terms of Restricted Stock Unit Award* |
| 10(o) | Registrant’s Terms of Board of Directors Restricted Stock Unit Award(14) |
| 10(p) | Registrant’s Fiscal 2022 Performance Share Plan(13) |
| 10(q) | Registrant’s Fiscal 2023 Performance Share Plan(15) |
| 10(r) | Registrant’s Fiscal 2024 Performance Share Plan(12) |
| 10(s) | Registrant’s Fiscal 2025 Performance Share Plan* |
| 10(t) | Employment Agreement between Registrant and Kevin Hochman(10) |
| 10(u) | Form of Director and Officer Indemnification Agreement(16) |
| 19.1 | Registrant’s Insider Trading Policy* |
| 21 | Subsidiaries of the Registrant* |
| 23 | Consent of Independent Registered Public Accounting Firm* |
| 31(a) | Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a)* |
| 31(b) | Certification by Michaela M. Ware, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a)* |
| 32(a) | Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32(b) | Certification by Michaela M. Ware, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 97.1 | Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement* |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Schema Document |
| 101.CAL | Inline XBRL Calculation Linkbase Document |
| 101.DEF | Inline XBRL Definition Linkbase Document |
| 101.LAB | Inline XBRL Label Linkbase Document |
| 101.PRE | Inline XBRL Presentation Linkbase |
| 104 | The cover page from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 26, 2024 is formatted in Inline XBRL |
- Filed herewith.
The following are filed as an exhibit to the specified filing, and incorporated herein by reference:
(1)Annual report on Form 10-K for year ended June 28, 1995
(2)Current report on Form 8-K dated September 23, 2016
(3)Current report on Form 8-K dated June 22, 2023
(4)Annual report on Form 10-K for year ended June 26, 2019
(5)Quarterly report on Form 10-Q for quarter ended September 28, 2022
(6)Quarterly report on Form 10-Q for quarter ended December 28, 2022
(7)Current report on Form 8-K dated August 18, 2021
(8)Quarterly report on Form 10-Q for quarter ended September 29, 2021
(9)Quarterly report on Form 10-Q for quarter ended March 29, 2023
(10)Annual report on Form 10-K for year ended June 29, 2022
(11)Quarterly report on Form 10-Q for quarter ended March 29, 2017
(12)Quarterly report on Form 10-Q for quarter ended September 27, 2023
(13)Current report on Form 8-K dated August 26, 2021
(14)Annual report on Form 10-K for year ended June 24, 2020
(15)Current report on Form 8-K dated October 31, 2022
(16)Annual report on Form 10-K for year ended June 28, 2023
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