8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K/A

(Amendment No. 1)

______________________________________________________________________________________________________

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 22, 2024

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s)Name of exchange on which registeredCommon Stock, $0.10 par valueEATNYSE

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. ☐

Explanatory Note

Brinker International, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to its Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 26, 2024 (the “Original Filing”) to update the compensation arrangement for Michaela (Mika) M. Ware, who has been appointed as the Company’s Chief Financial Officer effective as of June 27, 2024.

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.

As disclosed in the Original Filing, the Company has appointed Mika Ware as the Company’s Chief Financial Officer effective as of June 27, 2024. On June 5, 2024, the Board of Directors of the Company determined that Ms. Ware’s title on June 27, 2024 will be Executive Vice President and Chief Financial Officer and she will earn an annual base salary of $520,000 in her new role. Ms. Ware will also be entitled to participate in the Company’s annual Bonus Plan with a target bonus of 70% 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 annual awards in the amount and types disclosed in the Original Filing.

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.