eat-20250212

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): February 12, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Timothy Johnson to the Board of Directors

On February 12, 2025, Timothy Johnson was appointed to the Board of Directors (the “Board”) of Brinker International, Inc. (the “Company”). As of this date, Mr. Liberio has not been assigned to any of the Committees of the Board.

Compensatory Arrangement for Mike Ware, Executive Vice President and Chief Financial Officer

On February 18, 2025, the Board approved that Mika Ware, the Company’s Executive Vice President and Chief Financial Officer, will earn an annual base salary of $585,000. Ms. Ware will also be entitled to participate in the Company’s annual Bonus Plan with a target bonus of 75% of her base salary. Ms. Ware is expected to receive grants of equity-based awards under the Company’s Stock Option and Incentive Plan with her annual award expected to be a value of $750,000 granted in a mix of restricted stock units (“RSUs”) and performance-based RSUs. These compensation changes were made to reward Ms. Ware for her strong performance and to better align her compensation with the median compensation for her role at our benchmarking peer group.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated February 18 , 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 18, 2025	By:	/s/ KEVIN D. HOCHMAN
		Kevin D. Hochman,
		Chief Executive Officer and President
		and President of Chili’s Grill & Bar
		(Principal Executive Officer)