Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The summary of the 2020 Plan included in Proposal 4 of the Company's
Definitive Proxy Statement on Schedule 14A filed with the
Forms of the award agreements for the 2020 Plan are attached as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting was held on
1. Stockholders elected each of the following two nominees as a director to serve for a term to expire at the 2023 Annual Meeting and until their successors have been duly elected and qualified, as set forth below. Name Votes For Votes Against Abstentions Broker Non-Votes James R. Craigie 70,941,188 2,663,220 39,130 6,504,484 David J. Deno 71,009,101 2,596,763 37,674 6,504,484 2. Stockholders ratified the selection ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 27, 2020 , as set forth below.
Votes For Votes Against Abstentions Broker Non-Votes 75,233,719 4,844,620 69,683
- 3. Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as set forth below. Votes For Votes Against Abstentions Broker Non-Votes 56,561,377 17,038,637 43,524 6,504,484 4. Stockholders approved theBloomin' Brands, Inc. 2020 Omnibus Incentive Compensation Plan, as set forth below. Votes For Votes Against Abstentions Broker Non-Votes 60,416,837 13,188,497 38,204 6,504,484
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5. Stockholders approved the non-binding stockholder proposal that the Board take steps necessary to eliminate the classified Board structure.
Votes For Votes Against Abstentions Broker Non-Votes 62,207,994 11,392,813 42,731 6,504,484
6. Stockholders did not approve the stockholder proposal that the Board issue a report assessing how the Company could increase efforts to mitigate supply chain greenhouse gas emissions. Votes For Votes Against Abstentions Broker Non-Votes 19,440,911 53,881,600 321,027 6,504,484
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 10.1Bloomin' Brands, Inc. 2020 Omnibus Incentive Compensation Plan (incorporated herein by reference to the Definitive Proxy Statement filed byBloomin' Brands, Inc. onApril 9, 2020 ) 10.2 Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under theBloomin' Brands, Inc. 2020 Omnibus Incentive Compensation Plan 10.3 Form of Nonqualified Stock Option Award Agreement for options granted to executive management under theBloomin' Brands, Inc. 2020 Omnibus Incentive Compensation Plan 10.4 Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under theBloomin' Brands, Inc. 2020 Omnibus Incentive Compensation Plan 10.5 Form of Performance Award Agreement for performance units granted to executive management under theBloomin' Brands, Inc. 2020 Omnibus Incentive Compensation Plan 10.6 Form of Restricted Cash Award Agreement for cash awards granted to executive management under theBloomin' Brands, Inc. 2020 Omnibus Incentive Compensation Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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