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 9B. Other Information
(a) Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 20, 2024, the Board approved amendments (the “Amendments”) to the Bylaws of the Company (the “Bylaws”), effective immediately.
The Amendments to the Bylaws:
Remove the resignation requirement in the Bylaws in the event that a director nominee for reelection does not receive the requisite majority shareholder vote and removed the ability of the Board to determine whether to accept or reject the resignation.
Clarify that the Board of Directors or presiding officer of the Company are responsible for making determinations of whether shareholder proposals and nominations were made in compliance with the Bylaws.
The foregoing description of the Amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws (as amended), a copy of which is attached hereto as Exhibit 3(b) and incorporated by reference herein.
(b) Trading Plans
During the quarter ended June 26, 2024, no director or officer adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
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