EAT 8-K
Brinker International, Inc (EAT)
8-K
2025-02-18
For: 2025-02-12
View Original
Added on
April 09, 2026
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
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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) | |||||||||||
EXHIBIT 99.1
Brinker International Appoints Timothy (TJ) Johnson to its Board of Directors
DALLAS, February 18, 2025 – Brinker International, Inc. (NYSE: EAT), one of the world's leading casual dining restaurant companies and home of Chili's® Grill & Bar and Maggiano's Little Italy®, today announced the appointment of Timothy (TJ) Johnson to its Board of Directors.
Johnson is a financial, strategic, and operational leader with more than 30 years of experience with consumer-facing, global retail brands and more than a decade of experience as a public company Chief Financial Officer. He has served as Chief Financial and Chief Administrative Officer for Victoria’s Secret & Co (VS&Co) since 2021 leading up to his recently announced retirement planned for June 2025. Prior to VS&Co, he served as the Chief Financial and Chief Administrative Officer for Big Lots. He started his career in public accounting at Coopers & Lybrand, followed by corporate finance roles at then Limited Brands. Johnson has previous public company board experience, having served on the board of directors of The Aaron’s Company. Johnson qualifies as a financial expert and has significant experience in financial planning and analysis, strategy development, accounting, investor relations, capital allocation, mergers and acquisitions, and risk management.
“TJ’s strategic and financial expertise in managing national and global consumer brands will help Brinker continue to improve our guest experience at our restaurants and maintain leadership in the industry,” said Joe DePinto, Brinker’s Chairman of the Board. “He adds leadership depth, experience and insight to our Board of Directors that will promote continued growth in long-term shareholder value.”
About Brinker International
Brinker International, Inc. is one of the world's leading casual dining restaurant companies and home of Chili's® Grill & Bar, and Maggiano's Little Italy.® Founded in 1975 in Dallas, Texas, we've ventured far from home, but stayed true to our roots. Brinker owns, operates or franchises more than 1,600 restaurants in the United States, 27 other countries and two U.S. territories. Our passion is making everyone feel special, and we hope you feel that passion each time you visit one of our restaurants or invite us into your home through takeout or delivery. Learn more about Brinker and its brands at brinker.com.