Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:


  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

Brinker International, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

Title of each class of securities to which the transaction applies:




Aggregate number of securities to which the transaction applies:




Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




Proposed maximum aggregate value of the transaction:




Total fee paid:



  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:




Form, Schedule or Registration Statement No.:




Filing Party:




Date Filed:







Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held live via the internet on November 5, 2020, for Brinker International, Inc.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report, go to To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.

         Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our 2020 Annual Meeting and need YOUR participation.




         If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s annual meeting, please make this request on or before October 22, 2020.








For a Convenient Way to VIEW Proxy Materials



   – and –

VOTE Online go to:


Proxy Materials Available to View or Receive:

1. Proxy Statement    2. Annual Report

Printed materials may be requested by one of the following methods:


     LOGO   LOGO


You must use the 12 digit control number

located in the shaded gray box below.


*  If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material.








Brinker International, Inc. Notice of Annual Meeting



   Date:        Thursday, November 5, 2020
   Time:        09:00 A.M. (Central Standard Time)

  Annual Meeting to be held live via the Internet - Please visit for more details.

The purpose of the Annual Meeting is to take action on the following proposals:

The Board of Directors recommends that you vote “FOR” each of the nominees listed below.


Election of Directors


01 Frances L. Allen   05 William T. Giles   09 Prashant N. Ranade
02 Cynthia (Cindy) L. Davis   06 James C. Katzman   10 Wyman T. Roberts
03 John W. Chidsey   07 Alexandre G. Macedo  
04 Harriet Edelman   08 George R. Mrkonic  

The Board of Directors recommends that you vote “FOR” the following.


Proposal 2 – Ratification of the appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the fiscal year 2021.


Proposal 3 – Advisory Vote to approve, by non binding vote, Executive Compensation.