B R I N K E R
INTERNATIONAL®
3000 Olympus Blvd.
Dallas, Texas 75019
(972) 980-9917
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Virtual Meeting Only - No Physical Meeting Location
To Be Held November 16, 2023 at 9:00 a.m. (CST)
October 6, 2023
Dear Shareholder:
We invite you to attend the annual meeting of shareholders (“Annual Meeting”) of Brinker International, Inc. (sometimes referred to here as “Brinker,” “we,” “us,” “our,” or the “Company”) to be held at 9:00 a.m. (CST) on Thursday, November 16, 2023, via a live audio-only webcast at www.proxydocs.com/EAT. Only shareholders who held shares as of the record date, September 18, 2023, may attend and participate in the Annual Meeting, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2023 Annual Meeting in person. See “Proxy Summary” and “FAQs About the Meeting and Voting” included in the accompanying proxy statement (the “Proxy Statement”) for additional information about the Annual Meeting and attendance process, including if you are a beneficial owner of shares registered in the name of a broker, bank or other nominee.
At the Annual Meeting, shareholders will be asked to: (1) elect nine (9) directors named in the Proxy Statement for one-year terms; (2) vote on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal 2024 year; (3) cast an advisory vote to approve executive compensation; (4) cast an advisory vote on the frequency of future advisory votes to approve executive compensation; and (5) conduct any other business properly brought before the meeting.
Your vote is important. Whether or not you plan to participate in the Annual Meeting virtually, please take time to review the Proxy Materials and vote. If you decide not to attend the Annual Meeting virtually, you may vote on these proposals by proxy prior to the Annual Meeting. To do so, please cast your vote as instructed in the Notice of Internet Availability of Proxy Materials you received online or by telephone after your review of the proxy materials at www.proxydocs.com/EAT or, upon your request, after receipt of hard copies of proxy materials. We ask that you cast your vote as promptly as possible. You may also request a paper copy of the proxy card to submit your vote if you prefer. We encourage you to vote online prior to the Annual Meeting. It is convenient and saves postage and processing costs. If you vote online, by mail, or by telephone prior to the Annual Meeting and later decide to attend the virtual Annual Meeting, you may participate in the Annual Meeting and vote.
This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement, and the Annual Report are first being made available to shareholders on or about October 6, 2023.
We look forward to this year’s meeting.
Very truly yours,
Kevin D. Hochman
Chief Executive Officer and President
of Brinker International, Inc. and
President of Chili’s Grill & Bar
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 2023
Brinker’s Proxy Statement and 2023 Annual Report for the year ended June 28, 2023
are available at www.proxydocs.com/EAT
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
GOVERNANCE OF THE COMPANY
The business and affairs of the Company are managed under the direction of the Board of Directors. Generally, it is management’s responsibility to formalize, propose and implement strategic choices and the Board’s role to approve strategic direction and evaluate strategic results, including both the performance of the Company and the performance of the Chief Executive Officer.
Qualifications to Serve as Director
Each candidate for director must possess at least the following specific minimum qualifications:
1. Each candidate shall be prepared to represent the best interests of all the Company’s shareholders and not just one particular constituency.
2. Each candidate shall have demonstrated integrity and ethics in both personal and professional settings and have established a record of professional accomplishment in their chosen field.
3. No candidate shall have any material personal, financial or professional interest in any present or potential competitor of the Company.
4. Each candidate shall be prepared to participate fully in activities of the Board of Directors, including active membership on at least one committee of the Board of Directors and attendance at, and active participation in, meetings of the Board of Directors and the Committee(s) of the Board of Directors of which he or she is a member, and not have other personal or professional commitments that would, in the Governance and Nominating Committee’s sole judgment, interfere with or limit their ability to do so.
In addition, the Governance and Nominating Committee also desires that candidates possess the following qualities or skills:
(a) Each candidate shall contribute to the overall diversity of the Board of Directors—diversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics.
(b) Each candidate should contribute positively to the existing chemistry and collaborative culture among the members of the Board of Directors.
(c) Each candidate should possess professional and personal experiences and expertise relevant to the Company’s business. Relevant experiences may include, among other things, large company CEO experience, senior level multi-unit restaurant or retail experience, and relevant senior level experience in one or more of the following areas: finance, accounting, sales and marketing, risk management, diversity, equity and inclusion, sustainability, governance, organizational development, strategic planning, information technology, and public relations.
Each candidate, whether recommended by the Governance and Nominating Committee, or nominated by a shareholder or otherwise, will be subject to a background check.
Although not an automatic disqualifying factor, the inability of a candidate to meet the independence and other governing standards of the NYSE or the SEC will be a significant factor in any assessment of a candidate’s suitability.
Current Nominations
The Governance and Nominating Committee conducted an evaluation and assessment of all the current directors for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the assessment results, the Governance and Nominating Committee recommended to the Board that Messrs. DePinto, Giles, Hochman, Katzman and Ranade and Mms. Allen, Davis, Edelman and Hood be nominated for re-election to the Board of Directors. The Board accepted the recommendations and nominated such persons. The Governance and Nominating Committee did not receive any recommendations from shareholders of candidates for election to the Board at the Annual Meeting.
Director Independence
The Board reviews the independence of each non-employee director annually to confirm that the director continues to meet our independence standards, as well as the applicable requirements of the New York Stock Exchange (“NYSE”) and rules of the SEC. No member of the Board will be considered independent unless the Board determines that he or she has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has further determined that no material relationship exists between the Company and each non-employee director outside of their service as a member of the Board of Directors. The Board will not determine any director to be independent if he or she has or has had any of the relationships set forth in the NYSE rules during the time periods specified in such rules.
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On the basis of this year’s review, the Governance and Nominating Committee delivered a report to the full Board of Directors, and the Board made its “independence” and “audit committee financial expert” determinations.
Board Member Meeting Attendance
During the fiscal year ended June 28, 2023, the Board of Directors held 10 meetings. Each incumbent director attended at least 75% of the aggregate total of meetings of the Board of Directors and Committees on which he or she served. All nine members of the Board of Directors serving as of the date of the Company’s 2022 annual meeting of shareholders attended the meeting. As set forth in our Corporate Governance Guidelines (http://investors.brinker.com/corporate-governance/highlights), directors are expected to attend the Annual Meeting absent unusual circumstances.
Board Leadership Structure
The roles of Chairman of the Board of Directors and CEO for the Company are separated. Mr. DePinto, who is an Independent Director, serves as Chairman of the Board. The Board believes that the current board leadership structure promotes the ability of the Board of Directors to exercise its oversight role over management by having a director who is not an officer or member of management serving in the role of Chairman of the Board, thus providing a continued significant role for independent directors in the leadership of the Company. This structure allows Mr. Hochman, as CEO, to focus his time and energy on leading and managing the Company’s business and operations. An independent Chairman of the Board also simplifies the Company’s corporate governance structure by allowing the Chairman of the Board to convene executive sessions with independent directors. The Chairman presides over all executive sessions. Any decision to change the structure in the future will be based on what the Board believes is the most effective and efficient structure for the Company.
The Chairman of the Board’s duties include:
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creating and maintaining an effective working relationship with the CEO and management; |
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managing the relationship between the Board as a whole and the CEO and management; |
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providing significant advice, counsel and guidance to the CEO and management on strategic priorities and execution strategies; |
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facilitating discussions among the directors inside and outside the Board meetings; |
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driving practices and improvements on Board effectiveness and productivity; |
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briefing the CEO on issues raised in executive sessions; |
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presiding at all meetings of the Board of Directors; |
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in collaboration with committee chairs and the CEO, scheduling Board meetings, setting meeting agendas and strategic discussions, and reviewing pre-meeting materials delivered to directors; |
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overseeing annual Board and Board committee evaluations, in collaboration with the Governance and Nominating Committee; |
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delivering the annual CEO evaluation; |
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overseeing all governance matters for the Board and shareholders; |
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being available for consultation and direct communication with major shareholders; and |
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carrying out other duties requested by the CEO and the Board as a whole. |
The Board’s Role in Risk Oversight
The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. Throughout the fiscal year, the Board regularly reviews information and interacts with senior management regarding the Company’s strategic, financial and operational risks. The Board has also delegated certain risk oversight functions to its committees.
The Talent & Compensation Committee oversees the management of risks relating to the Company’s compensation policies and practices and its talent, culture and diversity, equity and inclusion initiatives. The Talent & Compensation Committee also:
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reviews CEO performance; |
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reviews and approves promotions of Executive Officers; |
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oversees preparation of any report on executive compensation required by the rules and regulations of the SEC; |
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reviews the Company’s policies and programs relating to diversity, equity, and inclusion, and makes recommendations to management with respect to such matters; and |
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performs other tasks necessary to promote sound corporate governance principles related to talent and compensation. |
The Audit Committee oversees the management of risks associated with accounting, auditing, financial reporting, and internal control over financial reporting, as well as the Company’s enterprise risk management process that monitors and manages key business risks facing the Company. As part of the enterprise risk management process, our internal audit team conducts annual interviews and assessments with leaders and subject matter experts across our organization, and then reports findings to the Audit Committee so that risks can be strategically monitored and managed. The Audit Committee also:
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oversees cyber security and data protection issues, receives quarterly updates from the Company’s Chief Information Officer and reviews the findings of the Company’s annual risk assessment and penetration test; |
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assists the Board in its oversight of the integrity of the Company’s consolidated financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of the Company’s registered public accounting firm, and the performance of the Company’s independent registered public accounting firm and internal audit function; and |
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reviews and discusses the guidelines and policies governing the process by which senior management and the internal auditing department assess and manage the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. |
The Governance and Nominating Committee oversees risks associated with the independence of the Board of Directors and the Company’s governance structure. The Governance and Nominating Committee also:
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reviews the Company’s policies and programs relating to social responsibility and environmental sustainability matters, and makes recommendations to management with respect to such matters; |
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provides oversight of the Company’s whistleblower process; |
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monitors material litigation matters; and |
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oversees the performance evaluation process for the Board and its committees to assess and improve effectiveness and oversees the process for periodic Board peer reviews. |
The entire Board of Directors is regularly informed about each committee’s evaluation and oversight of the management of such risks through updates provided at full Board meetings, attendance at committee meetings, and committee reports.
Commitment to Sustainability
At Brinker, we have a long tradition of being a responsible business. Our ability to sustainably deliver profits to shareholders is built on a foundation of investing in and caring for our team members, providing value to our Guests and acting responsibly toward our stakeholders in the way we impact the world.
Our framework for implementing our sustainability strategy includes initiatives under four key pillars: Passionate People, Great Food, Better World and Responsible Governance. This strategy guides our ESG efforts and initiatives with a goal of providing long-term shareholder value through sustainable business performance. In fiscal 2023, we continued to make progress on initiatives under our sustainability strategy.
In September 2023, we published our third annual sustainability report, “Making People Feel Special,” which provides additional details on our sustainability strategy and initiatives and can be found at https://brinker.com/commitment. We encourage you to review our sustainability report to learn in depth about our sustainability efforts and to find detailed sustainability metrics, including a number of metrics aligned with certain Sustainability Accounting Standards Board (“SASB”) disclosure topics. We have included some highlights of our sustainability program here.
Sustainability Highlights in Fiscal 2023
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Published our third annual sustainability report, including a discussion of strategy, key metrics and goals in focus areas |
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Worked with an energy management consultant to research and better understand carbon reduction and offset opportunities |
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Increased average pay for hourly Team Members to approximately $20.18 per hour, including tips, bonuses and sick pay |
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Paid average salary plus bonus for general managers of approximately $98,000 at Chili’s and $125,000 at Maggiano’s |
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Promoted approximately 90% of Chili’s General Managers from internal candidates |
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Increased female representation at the restaurant operations leadership level to approximately 41% |
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Conducted over 4,100 restaurant food safety audits and over 1,200 Manager food safety training sessions globally |
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Provided professional development for over 950 Team Members through our EMERGE, RISE, ELEVATE and LEAD programs |
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Improved cybersecurity with investments in new security tools/applications |
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Raised approximately $6.2 million for St. Jude Children’s Research Hospital, bringing the total raised for St. Jude by Chili’s to more than $100 million during our 20-year partnership |
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Raised approximately $400,000 for Make-A-Wish Foundation, surpassing a total raised of more than $10 million since 2004 |
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Awarded the Gold Bell Seal for workplace mental health from Mental Health America |
Passionate People—Our Team Members and Culture of Inclusion
Brinker promotes and values a diverse and inclusive culture where every team member has the opportunity to flourish and succeed. We’re committed to breaking down barriers and pushing progress forward, and promoting equal employment opportunities for all. We’re doing this by investing in programs to recruit, retain and develop underrepresented groups. In addition to the Company’s sustainability report, additional human capital management disclosures can be found in the Company’s annual report filed on Form 10-K with the Securities and Exchange Commission.
To promote team member engagement and cross-functional diversity and inclusion initiatives, our Vice President of Diversity, Equity & Inclusion is charged with leading the Company’s efforts in these focus areas. In fiscal 2023, we made three of our “Communities of Interest” employee affinity groups available to hourly team members. These groups are designed to provide safe spaces for underrepresented and like-minded team members and allies to develop connections, share ideas and encourage diversity of thought. We provided training to our new and developing leaders designed to reinforce inclusive behaviors and identify biases, and continued hosting events to bring awareness to important diversity issues.
We also engage our team members by focusing on their wellbeing, working to make their lives the best they can be. We do this through our holistic “Be Well” program which focuses on five key areas that we believe make up the right balance of wellbeing: Physical & Emotional,
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Career, Financial, Social, and Community. Some of the elements of this program include competitive wages and health benefit plans; a no co-pay doctor-on-demand service; fitness expense reimbursement; a free employee assistance program; our no-cost “Best You EDU” education offerings that provide team members and one eligible family member—a path to foundational learning, a GED and an Associate’s degree; leadership development programs; and volunteer opportunities. We also launched a new program, ELEVATE that is focused on developing and retaining newly promoted General Managers.
Great Food—Quality and Sustainably Sourced Ingredients Served Safely
We’re passionate about making fresh food in our own kitchens, combining traditional culinary methods with science-based food safety technology. Our practices are designed to meet or exceed relevant external standards, including the Food and Drug Administration’s Food Code, a science-based model for regulating the retail and food service sector. During this last fiscal year, we conducted in-person food safety training for our management teams with a third-party expert and made significant labor hour investments designed to maintain top-tier cleanliness in our restaurants before, during and after business hours.
We work closely with our trusted supplier partners to grow, process and transport products in a way that fulfills or exceeds applicable regulations. Our Supplier Code of Conduct helps our suppliers understand and meet these standards. We expect all our suppliers to follow our Supplier Code of Conduct. We monitor emerging sustainability issues as an active member of the National Restaurant Association Sustainability Expert Exchange.
We are committed to animal welfare standards and have set certain goals for improved animal welfare in our supply chain.
Better World—Serving Up a Sustainable Future
We aspire to leave a smaller footprint on the planet with more sustainable energy use and smarter restaurant design.
In fiscal 2023, we worked with a third-party energy management consultant to better understand and evaluate renewable energy options. We continued testing technology in certain restaurants that allows us to remotely manage thermostats and to monitor energy use of kitchen equipment to conserve power. We installed and began testing new kitchen equipment in some restaurants that we believe may be more energy efficient. Our new restaurant design uses LED lighting and energy efficient window treatments. We continue to evaluate possible solutions from third-party providers to help us become more energy efficient.
We are also committed to responsible water management, waste management, and improvements in packaging. Our efforts over the years have included replacing kitchen equipment with more efficient models, and installing low flow plumbing fixtures, water-efficient dishwashers, and tankless water heaters in our new and remodeled restaurants. We regularly evaluate equipment options and processes that can help responsibly reduce our environmental footprint. We use technology and sales data to help minimize food waste.
Directors’ Compensation
The Governance and Nominating Committee annually reviews and periodically benchmarks the Board’s compensation to assure that non-employee directors are being fairly and reasonably compensated in relation to the restaurant industry and to comparable U.S. public companies. The public companies in the peer group used for the Board are the same as the peer group used for our named executive officers (“NEOs”) (identified in more detail in the Competitive Market Data and Compensation Mix section of the Compensation Discussion and Analysis of this Proxy Statement).
As a result of this annual review, in May of 2023, the Board approved a $10,000 increase to the annual retainer and a $30,000 increase to the value of the annual restricted stock units (“RSUs”) to be granted to the non-employee directors commencing effective with payments occurring in the first quarter of fiscal 2024. Non-employee directors received the following compensation in addition to reimbursement for costs incurred in attending meetings of the Board:
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Annual Retainer (during fiscal 2023) |
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Annual Retainer (commencing with fiscal 2024) |
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Annual Restricted Stock Units (during fiscal 2023) |
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Annual Restricted Stock Units (commencing with fiscal 2024) |
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Chairman of the Board (non-employee) |
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$265,000(1) |
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$275,000(1) |
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$110,000 |
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$140,000 |
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Other Non-employee Directors |
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$75,000(2) |
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$85,000(2) |
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$110,000 |
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$140,000 |
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The Chairman of the Board elected to have the entire annual retainer for both calendar year 2022 and 2023 paid in RSUs. |
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Paid or granted in a combination of cash or RSUs in quarterly installments, as elected by each director. |
Each director, other than the Chairman of the Board, has a choice between cash and RSUs for the annual retainer, thus allowing each director to receive compensation in a manner that best fits individual needs. The Chairman of the Board is required to take at least 50% of his annual retainer in RSUs. Providing a combination of equity and cash provides incentive for our directors to focus on long-term performance and shareholder value while still recognizing their energy and effort throughout the year.
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Pay for Performance
The Company’s compensation programs are aligned with our business initiatives and have been designed to pay commensurate with the level of performance generated. This philosophy is most evident in the mix of pay used to compensate our executives.
Our fiscal 2023 compensation packages for our CEO and other NEOs were heavily weighted towards variable compensation. Long term incentives constituted the largest portion of the target total direct compensation opportunity for our CEO. The graphs below show the target pay mix for the CEO and other NEOs based on annual salary levels, annual short-term incentive at target and the economic value (at the time of grant) of RSUs and performance shares granted during the year, and exclude any severance paid to NEOs that departed the Company during the fiscal year as well as any one-time retention or signing awards paid or granted to NEOs during the fiscal year.
Performance Results under Prior Long-Term Compensation Plans
Performance shares granted toward the beginning of fiscal 2021 were paid in August 2023 based on the Company’s Adjusted EBITDA as compared to a target Adjusted EBITDA for Mr. Taylor and Mr. Badgley, and based on the Maggiano’s brand Adjusted EBITDA as compared to a target Maggiano’s Adjusted EBITDA for Mr. Provost. The Committee designed and granted awards under the fiscal 2021 performance share plan in August 2020 when the Company’s business and results were dramatically impacted by the Covid-19 pandemic and the Committee was focused on motivating management to return the Company to targeted profitability levels as soon as possible. In fiscal 2021 only, the Committee reduced the percentage of long-term incentives allocated to performance shares to 20% of total target long-term compensation as a result of the uncertainty caused by the pandemic and to avoid an outsized impact of targets that could be unachievable and create retention risk or that could be too easy to achieve and result in windfall executive compensation.
After the pandemic had contributed to Adjusted EBITDA for the Company and Maggiano’s of approximately $5 million and approximately negative $6 million, respectively, in the fourth quarter of fiscal 2020, the Committee set Adjusted EBITDA targets under the fiscal 2021 performance share plan for the Company and for Maggiano’s of $300 million and $40 million, respectively. The performance shares would payout at 100% of the target award value if the targets were achieved or exceeded in fiscal 2023 and payout at 150% of the target award value if the targets were achieved or exceeded in fiscal 2022. Both targets were achieved early in fiscal 2022 following management’s strategic efforts to return the Company and the Maggiano’s brand to these profitability levels. Earned shares were further subject to continued employment through completion of the three-year performance period at the end of fiscal 2023 (except in the case of qualified retirement, death, disability or certain involuntary terminations). Accordingly, Mr. Taylor, Mr. Badgley and Mr. Provost earned 150% of the performance share award value, which awards settled in August 2023.
Fiscal 2023 Executive Compensation and Benefit Components
For the fiscal year ended June 28, 2023, the principal components of compensation and benefits for our NEOs were:
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Benefits and Perquisites |
In the sections that follow we detail what each element of compensation is intended to reward and how each component of compensation is determined. It is important to note that, while each individual component is reviewed, all decisions are made in a total compensation context.
Base Salary
Annually, we review base salaries together with competitive market data. An individual’s base salary is dependent on the size and scope of the position, his or her experience and, most importantly, his or her performance. The Committee approved 4% base salary increases for all NEOs other than Mr. Hochman and Mr. Felix based on performance and competitive market data. Ms. White subsequently received an additional 36.2% base salary increase when she was promoted to the EVP & CPO role part way through the fiscal year, and Mr. Allen received a 13.6% base salary increase when he assumed the SVP & CDO role. Mr. Hochman and Mr. Felix did not receive any base salary adjustments during the fiscal year because they joined the Company near the beginning of the fiscal year and the Committee determined base salary increases were not advisable so soon after they accepted offers to join the Company.
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fiscal 2022 and was subject to repayment in the event Mr. Hochman voluntarily resigned or was terminated for cause within the first 12 months of employment, and $150,000 was paid during fiscal 2023 after Mr. Hochman’s one-year employment anniversary. In fiscal 2023, the Company hired Mr. Felix and granted him (i) a $200,000 RSU retention award, which cliff vests following three years of service, and (ii) a $200,000 cash sign-on bonus, of which $100,000 was paid in fiscal 2023 and $100,000 is payable during fiscal 2024 upon completion of one year of employment.
Benefits and Perquisites
Health and Welfare Benefits
All of our salaried employees are eligible for health and welfare benefits, including the NEOs. Our salaried employees, including the NEOs, also receive term life, short-term disability and long-term disability insurance. The level of Company-provided coverage for NEOs is provided at a higher level than is provided for other employees for some Company-provided benefits. We have provided detailed information in the chart below for the NEOs.
Company-Paid Benefits for the Named Executive Officers
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Life Insurance |
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AD&D Insurance |
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Long-Term Disability |
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Long-Term Care |
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Benefit |
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Up to 4× Salary, max. $3.5M benefit |
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2× Salary up to $1M |
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60% Wage Replacement up to $30K per month |
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$201 daily benefit amount |
Limited Perquisites
We provide our NEOs with perquisites that are generally intended to promote their well-being and efficiency. The Committee regularly reviews the perquisites for reasonableness and consistency with competitive practice. We provide our NEOs (with the exception of the CEO) with the following perquisites:
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Financial planning allowance |
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Annual executive physical |
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Health club reimbursement |
The CEO received only a dining card and eligibility for an annual executive physical.
We do not own or lease any aircraft for the benefit of management. Providing perquisites separately and not rolling them into base salary ensures those dollars are not included in our calculations for benefits such as life insurance, or other programs that use base salary in their calculation such as the Bonus Plan and our 401(k) Plan.
Savings Plans
Our 401(k) Plan and Deferred Income Plan (“Deferred Plan”) are designed to provide the Company’s team members with competitive tax-deferred long-term retirement savings vehicles. The 401(k) Plan is intended to be a tax-qualified retirement plan and the Deferred Plan is a non-qualified deferred compensation plan.
401(k) Plan
All of our team members who have attained the age of 21 and completed 90 days of service with the Company are eligible to participate in the 401(k) Plan. Matching contributions from the Company are 100% of each participant’s contribution up to the first 3% of the participant’s base salary and bonus and 50% of each participant’s contribution up to the next 2% of the participant’s base salary and bonus (up to the IRS limits), with all Company contributions vesting immediately.
Deferred Plan
The Deferred Plan is a non-qualified deferred compensation plan for all of our officers, including the NEOs; however, none of our NEOs currently participate in the Deferred Plan.
Other Executive Compensation Program Elements
Retiree Medical Benefits
Select officers, including the NEOs, are eligible to receive retiree medical insurance from us upon termination if they meet our definition of retirement (described below in the section entitled Retirement Definitions and Payouts). This fully insured policy is paid for by both the retiree and the Company. The cost split between the retiree and the Company mimics that of the cost split for our active employees and their medical benefits. Currently, that percentage is approximately 70% of the cost paid by the Company and 30% of the cost paid by the participant. Participants are eligible to receive this coverage until age 65.
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Career Equity
Career Equity was an RSU program implemented as a retention device since the units granted only vest upon a qualifying retirement. Detailed information concerning our retirement provisions can be found below in the section of this proxy statement titled Retirement Definitions and Payouts. The program was discontinued after fiscal 2016, but certain NEOs still have outstanding unvested RSUs under this program.
Stock Ownership Guidelines
We have stock ownership guidelines for our senior vice presidents and above, including the NEOs. Stock ownership aligns the interests of these officers with shareholders and promotes good corporate citizenship. Guidelines are reviewed annually by the Board of Directors, including a comparison of market prevalence and guideline designs. In fiscal 2023, the Committee revised our stock ownership guidelines so that no portion of unvested performance shares and no portion of unexercised stock options count toward the ownership requirements. In connection with this change, the Committee also reduced the multiple of base salary required for brand presidents from four times base salary to three times base salary and senior vice presidents from three times base salary to two times base salary based on current senior vice president salary levels and market prevalence. The Committee believes the new requirements appropriately align the interests of these officers and shareholders.
The guidelines are based on a multiple of base salary which is used to calculate the desired value of holdings by position and are as follows:
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Stock Ownership Guidelines |
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Position |
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Multiplier |
CEO |
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6X |
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EVP |
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4X |
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Brand President |
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3X |
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SVP |
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2X |
The Company’s officers, including the NEOs, subject to the guidelines have five years to accumulate the necessary shares. The five-year period begins on the date the officer is promoted to the applicable position. If, however, such officer was not previously an employee of the Company, then the officer will be provided six years to meet the guideline. Should any officers be below the guidelines after being in the program for five years (or six, as applicable), they may receive half of any short-term incentives in shares until the guidelines are met. Currently, all officers are in compliance with the guidelines or have additional time to meet the guidelines pursuant to the standards described in this paragraph.
Insider Trading Policy
The Company has a written insider trading policy that, among other things, prohibits its directors, officers and all employees from engaging in short-sale transactions of Company securities, pledging Company securities or placing Company securities in margin accounts. Pursuant to the insider trading policy, no director, Executive Officer, or employee shall engage in any hedging transactions with respect to any of the Company’s securities. Hedging transactions include trading in any derivative security relating to Company securities. In particular, other than pursuant to a Company benefit plan, no director, Executive Officer, or employee may acquire, write or otherwise enter into an instrument that has a value determined by reference to Company securities, whether or not the instrument is issued by the Company.
Recoupment Provisions
Our fiscal 2023 compensation plan documents contain language stating that if the Board or the Committee determines any fraud, negligence or intentional misconduct by an officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, or that egregious conduct of the officer is substantially detrimental to the Company, then the Board or Committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. Further, under Section 304 of Sarbanes-Oxley, if the Company is required to restate its financials due to material noncompliance with any financial reporting requirements as a result of misconduct, the CEO and CFO must reimburse the Company for (1) any bonus or other incentive-based or equity-based compensation received during the 36 months following the first public issuance of the non-complying document and (2) any profits realized from the sale of securities of the Company during those 36 months. The Company will adopt a clawback policy consistent with the requirements of Rule 10D-1 of the Exchange Act and applicable NYSE listing standards prior to December 1, 2023.
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Brinker International • 2023 Notice & Proxy |
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Making People Feel Special |
FAQs ABOUT THE MEETING AND VOTING
Why did you send this Proxy Statement to me?
The Board of Directors of the Company is soliciting the enclosed proxy to be used at the Annual Meeting on November 16, 2023, at 9:00 a.m. (CST), and at any adjournment or postponement of that meeting. We anticipate that this Proxy Statement, the Annual Report, and the accompanying proxy will be posted on or about October 6, 2023 to our website at www.proxydocs.com/EAT, and the Notice of Internet Availability of Proxy Materials will be mailed on or about October 6, 2023 to all shareholders entitled to vote at the Annual Meeting.
Can I attend the Annual Meeting?
We have adopted a virtual format for our 2023 Annual Meeting. In order to attend the Annual Meeting, you must visit www.proxydocs.com/EAT and enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you may also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the attendance process. If the shares you own are held in “street name” by a bank or brokerage firm, please refer to the question below “Can I vote if my shares are held in “street name”?”
We encourage you to access the Annual Meeting before it begins. Online check-in will be available approximately 15 minutes before the Annual Meeting starts. Upon entry of your control number and other required information, you will receive further instructions allowing you to attend and participate at the Annual Meeting, submit questions, and vote at the virtual Annual Meeting. If you encounter any technical difficulties accessing the meeting during the check-in or meeting time, please call the technical support number posted on the virtual web portal log-in page. Technical support will be available beginning at 8:30a.m. Central Time on November 16, 2023, and will remain available until the meeting has ended.
We are committed to affording shareholders the same rights and opportunities to participate as they would at an in-person meeting. We will try to answer as many shareholder-submitted questions during the live audio-only webcast as time permits that comply with the meeting rules of conduct, which will be available to all virtual participants attending the Annual Meeting. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions submitted and relevant to meeting matters that we do not have time to answer during the meeting will be posted to our investor relations website within a reasonably practical time following the Annual Meeting.
What is the purpose of the Annual Meeting?
The purpose of the meeting is to:
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Elect nine (9) directors (Pages 4-8); |
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Vote on the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the 2024 Fiscal Year (Page 9); |
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Cast an advisory vote to approve executive compensation (Page 10); |
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Cast an advisory vote on the frequency of future advisory votes on executive compensation (Page 11); and |
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Conduct any other business properly brought before the meeting or any adjournment or postponement thereof. |
Why am I being asked to review materials online?
Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders online, rather than mailing printed copies of those materials to each shareholder. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials online. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We anticipate that the Notice of Internet Availability of Proxy Materials will be mailed to shareholders on or about October 6, 2023.
How many votes do I have?
If we had your name on record as owning stock in the Company at the close of business on September 18, 2023, then you are entitled to vote at the Annual Meeting. You are entitled to one vote for each share of the Company’s common stock you own as of that date. At the close of business on September 18, 2023, 44,181,805 shares of the Company’s common stock were outstanding and eligible to vote.
If the shares you own are held in “street name” by a bank or brokerage firm, please refer to the below FAQ of “Can I vote if my shares are held in “street name”?”
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Brinker International • 2023 Notice & Proxy |
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How do I vote prior to the Annual Meeting?
Whether you plan to participate in the Annual Meeting or not, we encourage you to follow the instructions on the Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. You may vote:
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Online at www.proxypush.com/EAT by using your control number to access the site (you may find this number on your Notice of Internet Availability of Proxy Materials or proxy card (if you are a shareholder of record), or by following the instructions on your voting instruction form (if your shares are held in street name) that you received from your bank or brokerage firm; |
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By phone, dial the toll-free number (866-785-4032) and enter your control number to access the site (you may find this number on your Notice of Internet Availability of Proxy Materials or proxy card (if you are a shareholder of record), or follow instructions on your voting instruction form or notice (if your shares are held in street name); and |
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By requesting, completing and mailing a paper proxy card, as outlined in the Notice of Internet Availability of Proxy Materials, or voting instruction form. |
May I revoke my proxy?
You may change your vote or revoke your proxy any time before the Annual Meeting by:
• |
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Returning another proxy card with a later date; |
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Sending written notification of revocation to the Corporate Secretary at our principal executive office at 3000 Olympus Blvd., Dallas, Texas 75019; |
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Entering a later vote by telephone or online; or |
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Attending the Annual Meeting and voting. |
You should be aware that simply attending the Annual Meeting will not automatically revoke your previously submitted proxy. If you desire to do so, you must notify an authorized Brinker representative at the Annual Meeting of your desire to revoke your proxy and then you must vote at the Annual Meeting.
Who pays for the solicitation of proxies and how are they solicited?
We pay the entire cost of the solicitation of these proxies. This cost includes preparation, assembly, printing, and mailing of this Proxy Statement and any other information we send to you. We may supplement our efforts to solicit your proxy in the following ways:
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We may contact you using the telephone or electronic communication; |
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Our directors, officers, or other regular employees may contact you personally; or |
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We may hire agents for the sole purpose of contacting you regarding the proxy. |
If we hire soliciting agents, we will pay them a reasonable fee for their services. We will not pay directors, officers, or other regular employees any additional compensation for their efforts to supplement our proxy solicitation.
Can I vote if my shares are held in “street name”?
If the shares you own are held in “street name” by a bank or brokerage firm, the bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If the bank or brokerage firm does not receive specific instructions, the bank or brokerage firm may in some cases vote your shares in its discretion but is not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the Annual Meeting. If you do not provide voting instructions and the bank or brokerage firm elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the bank or brokerage firm does not vote. If you are a street name shareholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank, or other nominee on how to vote your shares. Street name shareholders should generally be able to vote by returning the voting instruction card to their broker, bank, or other nominee, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank or other nominee. If you want to vote virtually online during the Annual Meeting, you may be required to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the Annual Meeting. Further voting instructions will be provided to you via email and/or through instructions found on the voting instructions provided by your broker, bank, or other nominee.
How do I vote if my shares are held in the Company’s 401(k) Plan?
If all or some of the shares you own are held through the Company’s 401(k) Plan, you may vote by phone or online by 11:59 p.m., EST, on November 13, 2023, or the Company’s agent must receive your paper proxy card on or before November 13, 2023.
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What is “householding”?
If you and others in your household own your shares in street name, you may receive only one copy of this Proxy Statement and the Fiscal 2023 Annual Report or of the Notice of Internet Availability of Proxy Materials. This practice is known as “householding.” If you hold your shares in street name and would like additional copies of these materials, please contact us by mail at Brinker International, Inc., 3000 Olympus Blvd., Dallas, Texas 75019, Attn: Investor Relations, or by email at Investor.Relations@brinker.com or by phone at 972-980-9917, and we will promptly deliver a separate copy of these materials to you. If you receive multiple copies and would prefer to receive only one set of these materials, please also contact your bank or broker. Brinker does not currently use householding for owners of record and will send notice to all owners of record before using householding. By using this method, we seek to give all owners of record the opportunity to continue to receive multiple copies of these materials in the same household.
What constitutes a quorum?
In order for business to be conducted at the meeting, a quorum must be present. A quorum consists of the holders of a majority of the shares of common stock issued, outstanding and entitled to vote at the meeting. Shares of common stock represented in person or by proxy (including broker non-votes and shares that abstain or do not vote with respect to one or more of the matters to be voted upon) will be counted for the purpose of determining whether a quorum exists. If a quorum is not present, the meeting will be adjourned until a quorum is obtained.
What vote is required to approve each proposal?
• |
|
Proposal 1: Elect Nine Directors |
Each of the nine nominees for director will be elected if the number of votes cast for the nominee’s election exceeds the number of votes cast against the nominee’s election. Shareholders do not have cumulative voting rights with respect to the election of directors.
• |
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Proposal 2: Ratify Selection of Independent Registered Public Accounting Firm for the 2024 Fiscal Year |
The affirmative vote of a majority of votes cast is required to approve this proposal.
• |
|
Proposal 3: Advisory Vote to Approve Executive Compensation |
The affirmative vote of a majority of votes cast is required for the approval, in an advisory, non-binding vote, of the compensation of the NEOs of the Company by a majority of the shares of common stock present or represented by proxy and voting at the meeting is sought.
• |
|
Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation |
The affirmative vote of a majority of votes cast is required for the determination, in an advisory, non-binding vote, on how frequently the Company should present to you, the shareholders, the advisory, non-binding vote on executive compensation of the named executive officers. Shareholders are not voting “for” or “against” a recommendation of the Board of Directors on this proposal; instead, shareholders are asked to indicate their preferred frequency for future advisory votes on executive compensation by voting “one year,” “two years,” or “three years,” or they may abstain from voting.
What effect will abstentions have on the outcome of each proposal?
Abstentions will have no effect on the outcome of the proposals at the Annual Meeting.
What effect will broker non-votes have on the outcome of each proposal?
Broker non-votes, if any, will have no effect on the outcome of the proposals at the Annual Meeting.
How will my proxy get voted?
If you vote over the phone or online, or properly fill in, execute, and return a paper proxy card (if requested), the designated Proxies (Kevin D. Hochman and Christopher L. Green) will vote your shares as you have directed. If you submit an executed paper proxy card, but do not make specific choices, the designated Proxies will vote your shares as recommended by the Board of Directors as follows:
• |
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“FOR” election of each of the nine nominees for director; |
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“FOR” ratification of KPMG LLP as our independent registered public accounting firm for the 2024 Fiscal Year; |
• |
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“FOR” approval in an advisory, non-binding vote of the compensation of our NEOs; |
• |
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“ONE YEAR” for the frequency of future annual advisory votes on executive compensation on an advisory, non-binding basis. |
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Making People Feel Special |
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Brinker International • 2023 Notice & Proxy |
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59 |
How will voting on “any other business” be conducted?
Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any additional business is properly brought before the Annual Meeting, your signed or electronically transmitted proxy card gives authority to the designated Proxies to vote on such matters in their discretion.
Who will count the votes?
We have hired a third party, Mediant Communications, to judge voting, be responsible for determining whether or not a quorum is present, and tabulate votes cast by proxy or at the Annual Meeting.
Where can I find voting results of the meeting?
We will announce general voting results at the meeting and publish final detailed voting results in a Form 8-K filed with the SEC within four business days following the meeting.
How do I submit a proposal to be included in the Proxy Statement for next year’s annual meeting?
If you intend to present a proposal to be included in our Proxy Statement and proxy relating to the 2024 Annual Meeting, the Company must receive the proposal at its principal executive office no later than the close of business (6:00 p.m. Central Time) on Saturday, June 8, 2024. The proposal must comply with Rule 14a-8 under the Exchange Act and should be addressed to the Corporate Secretary, Brinker International, Inc., 3000 Olympus Blvd., Dallas, Texas 75019.
How do I submit a proposal or director nomination to be presented at the 2024 Annual Meeting?
If you intend to present a proposal for other business or a nomination for election to the Board of Directors at the 2024 Annual Meeting that will not be included in the Proxy Statement pursuant to Rule 14a-8, you must comply with the requirements set forth in the bylaws (which includes information required under Rule 14a-19). Among other requirements, you must give timely notice to the Corporate Secretary, Brinker International, Inc., 3000 Olympus Blvd., Dallas, Texas 75019. To be timely for the 2024 Annual Meeting, the shareholder’s notice must be delivered or mailed and received by the Corporate Secretary no earlier than July 19, 2024, and no later than August 18, 2024. However, if the date of the 2024 Annual Meeting is more than 30 days before or after the anniversary date of this year’s Annual Meeting, the shareholder’s notice must be received by the Corporate Secretary no later than the close of business on the tenth calendar day following the first public announcement of the date of the 2024 Annual Meeting. Failure to comply with these and other applicable requirements may result in a nomination or proposal of other business being disregarded pursuant to our bylaws.
If you need a copy of the bylaws, you may obtain them free of charge from the Corporate Secretary or you may find them in the Company’s public filings with the SEC. Compliance with the above procedures does not require the Company to include the proposed nominee or proposal in the Company’s proxy solicitation material.
How can I communicate with the Board of Directors?
If you or any interested party wishes to communicate with the Board of Directors, as a group, or with an individual director, such communication may be directed to the appropriate group or individual in care of the General Counsel, Brinker International, Inc., 3000 Olympus Blvd., Dallas, Texas 75019. Your Board of Directors has instructed the General Counsel to review and forward such communications to the appropriate person or persons for response. The General Counsel will screen correspondence directed to multiple Directors or the full Board in order to forward it to the most appropriate person or persons for response, and the General Counsel may dispose of advertisements and solicitations. Communications that relate to our accounting, internal accounting controls or auditing matters are referred to our Audit Committee Chair.
How can I access Brinker’s proxy materials and annual report electronically?
You can access the Company’s Proxy Statement, Fiscal 2023 Annual Report on Form 10-K and Fiscal 2023 Annual Report at www.brinker.com. You may simply click on the “Investors” tab on the home page, and then the “Financial Info” link in the red banner near the top of the page; the SEC Filings section of our website will be available for your usage. We will also provide you free copies of these documents if you send a written request to the Company’s Corporate Secretary at 3000 Olympus Blvd., Dallas, Texas 75019. If you received a Notice of Internet Availability of Proxy Materials, you may also access this information at the website described in the Notice. We also file and furnish our annual, quarterly and current reports and other information, including proxy statements, with the SEC. Our SEC filings are available to the public in the SEC’s website at www.sec.gov. The Fiscal 2023 Annual Report and the Form 10-K accompany this Proxy Statement but are not considered part of the proxy soliciting materials.
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Brinker International • 2023 Notice & Proxy |
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Making People Feel Special |
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Jun. 28, 2023 |
Jun. 29, 2022 |
Jun. 30, 2021 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.
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Value of Initial Fixed $100 |
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Actually Paid to Mr. Roberts(2) |
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2023 |
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|
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|
$ |
6,295,047 |
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|
$ |
8,012,657 |
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|
$ |
1,774,015 |
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|
$ |
1,942,847 |
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|
$ |
153.85 |
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|
$ |
163.00 |
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|
$ |
102.6 |
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|
$ |
90.8 |
|
2022 |
|
$ |
5,933,303 |
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|
$ |
(36,452,258 |
) |
|
$ |
1,826,257 |
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|
$ |
1,466,528 |
|
|
$ |
1,272,805 |
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|
$ |
(1,887,955 |
) |
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$ |
95.24 |
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|
$ |
128.30 |
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|
$ |
117.6 |
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|
$ |
115.2 |
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2021 |
|
$ |
6,958,837 |
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|
$ |
54,264,076 |
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|
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|
$ |
1,531,194 |
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|
$ |
5,036,832 |
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$ |
262.86 |
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|
$ |
140.63 |
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$ |
131.6 |
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$ |
145.2 |
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1 |
The dollar amounts reported in column (b) are the amounts reported for Wyman Roberts, who served as the Company’s Chief Executive Officer for fiscal 2021 and part of fiscal 2022 and all of fiscal 2023 in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column (d) are the amounts reported for Kevin Hochman, who served as the Company’s Chief Executive Officer for part of fiscal 2022 and all of fiscal 2023, in the “Total” column of the Summary Compensation Table. Mr. Roberts retired from his position as CEO and President of Brinker and President of Chili’s Grill & Bar effective as of June 5, 2022. Mr. Hochman was appointed to serve as CEO and President of Brinker and President of Chili’s Grill & Bar effective as of June 6, 2022. |
2 |
The dollar amounts reported in column s (c) and (e) represent the amount of “compensation actually paid” to Mr. Roberts and Mr. Hochman, as applicable, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by such individual. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the methodologies applied in the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
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Value from Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards |
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2022 |
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$ |
5,933,303 |
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$ |
4,499,980 |
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$ |
1,875,829 |
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$ |
(33,933,038 |
) |
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$— |
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$ |
(5,828,372 |
) |
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$— |
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$ |
(36,452,258 |
) |
2021 |
|
$ |
6,958,837 |
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$ |
4,349,982 |
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$ |
7,343,698 |
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$ |
40,911,107 |
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$— |
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$ |
3,400,416 |
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$— |
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$ |
54,264,076 |
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Change in Fair Value from |
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Vesting Date of Stock Awards Fiscal Year that Vested During Fiscal Year |
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Value from Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards |
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2023 |
|
$ |
6,295,047 |
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$ |
3,809,892 |
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$ |
4,825,853 |
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$ |
701,649 |
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|
$— |
|
$— |
|
$— |
|
$ |
8,012,657 |
|
2022 |
|
$ |
1,826,257 |
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|
$ |
1,499,972 |
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$ |
1,140,243 |
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|
$ |
— |
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|
$— |
|
$— |
|
$— |
|
$ |
1,466,528 |
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3 |
The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s other NEOs as a group (excluding Mr. Roberts and Mr. Hochman) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2023, Mr. Taylor, Mr. Provost, Ms. White, Mr. Felix, Mr. Badgley and Mr. Allen; (ii) for 2022, Mr. Taylor, Mr. Provost, Mr. Badgley and Charles A. Lousignont; and (iii) for 2021, Mr. Taylor, Mr. Provost, Mr. Badgley and Douglas N. Comings. |
4 |
The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group excluding Mr. Roberts and Mr. Hochman), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the methodologies applied in the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
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Average Reported Summary Compensation Table Total |
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Vesting Date of Stock Awards Fiscal Year that Vested During Fiscal Year |
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Value From Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards |
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2023 |
|
$ |
1,774,015 |
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$ |
612,256 |
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$ |
639,322 |
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$ |
140,327 |
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|
$ |
1,737 |
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$ |
80,740 |
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$ |
81,038 |
|
|
$ |
1,942,847 |
|
2022 |
|
$ |
1,272,805 |
|
|
$ |
712,454 |
|
|
$ |
296,989 |
|
|
$ |
(2,405,967 |
) |
|
$ |
— |
|
|
$ |
(339,328 |
) |
|
$ |
— |
|
|
$ |
(1,887,955 |
) |
2021 |
|
$ |
1,531,194 |
|
|
$ |
693,705 |
|
|
$ |
1,144,256 |
|
|
$ |
2,607,143 |
|
|
$ |
— |
|
|
$ |
447,944 |
|
|
$ |
— |
|
|
$ |
5,036,832 |
|
5 |
Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the applicable 1-, 2- or 3- year measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price (or the index price) at the end of each of the Company’s fiscal years shown and the beginning of the measurement period, by (b) the Company’s share price (or the index price) at the beginning of the measurement period. The beginning of the measurement periods is June 24, 2020 for each year in the table. |
6 |
The peer group used for this purpose is the S&P 500 Restaurants index. |
7 |
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
8 |
Pre-tax income was the Company-selected metric. The dollar amounts reported represent the amount of pre-tax income reflected in the Company’s audited financial statements for the applicable year. |
|
|
|
Company Selected Measure Name |
Pre-tax income
|
|
|
Named Executive Officers, Footnote |
3 |
The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s other NEOs as a group (excluding Mr. Roberts and Mr. Hochman) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2023, Mr. Taylor, Mr. Provost, Ms. White, Mr. Felix, Mr. Badgley and Mr. Allen; (ii) for 2022, Mr. Taylor, Mr. Provost, Mr. Badgley and Charles A. Lousignont; and (iii) for 2021, Mr. Taylor, Mr. Provost, Mr. Badgley and Douglas N. Comings. |
|
|
|
Peer Group Issuers, Footnote |
The peer group used for this purpose is the S&P 500 Restaurants index.
|
|
|
Adjustment To PEO Compensation, Footnote |
2 |
The dollar amounts reported in column s (c) and (e) represent the amount of “compensation actually paid” to Mr. Roberts and Mr. Hochman, as applicable, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by such individual. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the methodologies applied in the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value from Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
$ |
5,933,303 |
|
|
$ |
4,499,980 |
|
|
$ |
1,875,829 |
|
|
$ |
(33,933,038 |
) |
|
$— |
|
$ |
(5,828,372 |
) |
|
$— |
|
$ |
(36,452,258 |
) |
2021 |
|
$ |
6,958,837 |
|
|
$ |
4,349,982 |
|
|
$ |
7,343,698 |
|
|
$ |
40,911,107 |
|
|
$— |
|
$ |
3,400,416 |
|
|
$— |
|
$ |
54,264,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair Value from |
|
|
Vesting Date of Stock Awards Fiscal Year that Vested During Fiscal Year |
|
Value from Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
$ |
6,295,047 |
|
|
$ |
3,809,892 |
|
|
$ |
4,825,853 |
|
|
$ |
701,649 |
|
|
$— |
|
$— |
|
$— |
|
$ |
8,012,657 |
|
2022 |
|
$ |
1,826,257 |
|
|
$ |
1,499,972 |
|
|
$ |
1,140,243 |
|
|
$ |
— |
|
|
$— |
|
$— |
|
$— |
|
$ |
1,466,528 |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,774,015
|
$ 1,272,805
|
$ 1,531,194
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,942,847
|
(1,887,955)
|
5,036,832
|
Adjustment to Non-PEO NEO Compensation Footnote |
4 |
The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group excluding Mr. Roberts and Mr. Hochman), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the methodologies applied in the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Reported Summary Compensation Table Total |
|
|
|
|
|
|
|
|
|
|
|
Vesting Date of Stock Awards Fiscal Year that Vested During Fiscal Year |
|
|
Value From Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
$ |
1,774,015 |
|
|
$ |
612,256 |
|
|
$ |
639,322 |
|
|
$ |
140,327 |
|
|
$ |
1,737 |
|
|
$ |
80,740 |
|
|
$ |
81,038 |
|
|
$ |
1,942,847 |
|
2022 |
|
$ |
1,272,805 |
|
|
$ |
712,454 |
|
|
$ |
296,989 |
|
|
$ |
(2,405,967 |
) |
|
$ |
— |
|
|
$ |
(339,328 |
) |
|
$ |
— |
|
|
$ |
(1,887,955 |
) |
2021 |
|
$ |
1,531,194 |
|
|
$ |
693,705 |
|
|
$ |
1,144,256 |
|
|
$ |
2,607,143 |
|
|
$ |
— |
|
|
$ |
447,944 |
|
|
$ |
— |
|
|
$ |
5,036,832 |
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
Compensation Actually Paid vs. Net Income |
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
|
|
|
Total Shareholder Return Vs Peer Group |
|
|
|
Tabular List, Table |
The list below represents the most important financial performance measures used to determine Compensation Actually Paid for fiscal year 2023 as further described in the Compensation Discussion and Analysis within the sections titled “Short-Term Incentives” and “Long-term Incentives”.
|
|
|
Total Shareholder Return Amount |
$ 153.85
|
95.24
|
262.86
|
Peer Group Total Shareholder Return Amount |
163
|
128.3
|
140.63
|
Net Income (Loss) |
$ 102,600,000
|
$ 117,600,000
|
$ 131,600,000
|
Company Selected Measure Amount |
90,800,000
|
115,200,000
|
145,200,000
|
Measure:: 1 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
EBITDA
|
|
|
Measure:: 2 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Revenues
|
|
|
Measure:: 3 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Pre-tax Income
|
|
|
Mr. Roberts [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
PEO Total Compensation Amount |
|
$ 5,933,303
|
$ 6,958,837
|
PEO Actually Paid Compensation Amount |
|
(36,452,258)
|
54,264,076
|
PEO Name |
Mr. Roberts
|
|
|
Mr. Hochman [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
PEO Total Compensation Amount |
$ 6,295,047
|
1,826,257
|
|
PEO Actually Paid Compensation Amount |
$ 8,012,657
|
1,466,528
|
|
PEO Name |
Kevin Hochman
|
|
|
PEO | Mr. Roberts [Member] | Value of "Stock Awards" Reported in Summary Compensation Table |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
(4,499,980)
|
(4,349,982)
|
PEO | Mr. Roberts [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
1,875,829
|
7,343,698
|
PEO | Mr. Roberts [Member] | Change in Fair Value from Prior Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
(33,933,038)
|
40,911,107
|
PEO | Mr. Roberts [Member] | Change in Fair Value from Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
(5,828,372)
|
3,400,416
|
PEO | Mr. Hochman [Member] | Value of "Stock Awards" Reported in Summary Compensation Table |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ (3,809,892)
|
(1,499,972)
|
|
PEO | Mr. Hochman [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
4,825,853
|
1,140,243
|
|
PEO | Mr. Hochman [Member] | Change in Fair Value from Prior Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
701,649
|
|
|
Non-PEO NEO | Average Value of "Stock Awards" Reported in Summary Compensation Table |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(612,256)
|
(712,454)
|
(693,705)
|
Non-PEO NEO | Average Fair Value at Fiscal YearEnd of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
639,322
|
296,989
|
1,144,256
|
Non-PEO NEO | Average Change in Fair Value from Prior Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
140,327
|
(2,405,967)
|
2,607,143
|
Non-PEO NEO | Average Fair Value at Vesting Date of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
1,737
|
|
|
Non-PEO NEO | Average Change in Fair Value From Prior Fiscal YearEnd to Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
80,740
|
$ (339,328)
|
$ 447,944
|
Non-PEO NEO | Average Prior YearEnd Fair Value of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ (81,038)
|
|
|