UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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:

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):

BRINKER

INTERNATIONAL_^®

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 18, 2021 at 9:00 a.m. (CST)

October 7, 2021

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 18, 2021, via a live audio-only webcast at www.proxydocs.com/EAT. In light of the COVID-19 pandemic, for the safety of our shareholders, associates and other members of the community, the Annual Meeting will be held in a virtual meeting format only with no physical location. Only shareholders who held shares as of the record date, September 20, 2021, may attend and participate at the Annual Meeting, view the list of our shareholders of record, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2021 Annual Meeting in person. See “Proxy Summary” and “FAQ’s About the Meeting and Voting” for additional information.

At the Annual Meeting, we will: (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 2022 year; (3) cast an advisory vote to approve executive compensation; and (4) 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 prior to the Annual Meeting, by mail, or by telephone 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 2021 Annual Report are first being made available to shareholders on October 7, 2021.

We look forward to speaking with you at the meeting.

Very truly yours,

Wyman T. Roberts

President and Chief Executive Officer

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 18, 2021

Brinker’s Proxy Statement and 2021 Annual Report for the year ended June 30, 2021

are available at www.proxydocs.com/EAT

BRINKER INTERNATIONAL, INC.

INDEX

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

PROXY SUMMARY

This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all of the information you should consider before voting. Please read the entire Proxy Statement before casting your vote. You may view the Proxy Statement and 2021 Annual Report at www.proxydocs.com/EAT.

ANNUAL MEETING INFORMATION

SHAREHOLDERS ACTION

VOTING YOUR SHARES PRIOR TO THE ANNUAL MEETING

Your vote is important. Whether you plan to attend and participate in the virtual Annual Meeting or not, we encourage you to follow the instructions on the Notice of Internet Availability of Proxy Materials to vote prior to the Annual Meeting. You may vote:

If you submit your proxy by telephone or online, you do not need to return your proxy card by mail.

INFORMATION ABOUT THE BOARD OF DIRECTORS

Committees of the Board of Directors

The Board of Directors has the following standing committees and current committee composition:

C — Committee Chair

M — Member

(1)    Chairman of the Board

(2)    Has been designated as an Audit Committee Financial Expert.

(3)    Mr. Mrkonic is retiring from the Board at the end of his current term.

(4)    As the only non-independent member of the Board, Mr. Roberts does not serve on any Board committees.

Board of Directors Overview

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors recommends that you vote FOR the election of all of the nominees named below. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unavailable to serve. However, if any nominee becomes unable or unwilling to serve as a nominee at the time of the Annual Meeting, the individuals named as proxies may vote for a substitute nominee selected by the Board of Directors. Alternatively, the Board of Directors may reduce the size of the Board of Directors, or leave a vacancy that the Board of Directors may fill at a later date. All nominees are currently serving as directors of the Company and all were elected by the shareholders at the 2020 Annual Meeting. Mr. Mrkonic will retire from the Board of Directors at the end of his current term and will not stand for re-election at the 2021 Annual Meeting. Accordingly, the Board of Directors will set the number of directors at nine, effective as of the 2021 Annual Meeting.

Information About Nominees

We are furnishing below certain biographical information about each of the nine nominees for director, including public company directorships held during the last five years. Also included is a description of the experience, qualifications, attributes and skills of each nominee:

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors appointed KPMG LLP as our independent registered public accounting firm for fiscal 2022. Although we are not required to submit this matter to you, the Board of Directors believes that it is good corporate governance to do so. This proposal asks you to ratify this selection. If the appointment of KPMG LLP is not ratified, the Audit Committee will reconsider the appointment.

Audit Fees

The following table sets forth the aggregate fees billed, or estimated to be billed, to us for the fiscal years ended June 30, 2021 and June 24, 2020 by our independent registered public accounting firm, KPMG LLP:

For fiscal 2020, annual audit fees related to professional services rendered for the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, the audit of internal control over financial reporting and the issuance of a comfort letter ($1,079,000) and the issuance of a consent for franchise disclosure documents ($7,000).

For fiscal 2020, there were no audit-related fees.

For fiscal 2020, all tax fees were for review of income tax returns and consultations regarding federal, state, local and international tax matters.

For fiscal 2020, there were no other fees.

The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Audit Committee has the responsibility to do the following:

All of the fees for fiscal 2021 and 2020 were pre-approved by the Audit Committee or were within pre-approved guidelines for permitted non-audit services and fees established by the Audit Committee. For fiscal year 2021, the Audit Committee set a pre-approved maximum total fee expenditure for unscheduled, on-going audit and tax services with KPMG LLP of $100,000. In addition, if the fee for a particular item exceeded $40,000, Audit Committee pre-approval was required.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2022.

PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), we are asking you to cast an advisory, non-binding vote to approve the compensation awarded or paid to our named executive officers as we have described it in the Executive Compensation section of this Proxy Statement.

As described in detail in the Compensation Discussion and Analysis section, the Compensation Committee (the “Committee”) oversees our compensation program and the compensation awarded to our executive officers; adopts changes to the program; and awards compensation as appropriate to reflect the Company’s circumstances and to promote the main objectives of the program. These objectives include:

We are asking you to indicate your support for our named executive officer compensation as described in this Proxy Statement. We believe that the information we have provided in this Proxy Statement demonstrates that our compensation program is designed appropriately and works to ensure that the interests of our executive officers, including our named executive officers, are aligned with your interest in long-term value creation.

Accordingly, we ask you to approve the following resolution at the Annual Meeting:

RESOLVED, that the shareholders of the Company approve the compensation awarded to the Company’s named executive officers, as disclosed, pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, in the Compensation Discussion and Analysis section, the accompanying compensation tables and related narrative in this Proxy Statement for the Company’s 2021 Annual Meeting.

This advisory resolution is non-binding on the Board of Directors. Although non-binding, the Board and the Committee will review the voting results and consider your concerns in their continued evaluation of the Company’s compensation program. Because this vote is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer; it will not be binding on or overrule any decisions made by the Board of Directors or Committee; and it will not restrict or limit the ability of the shareholders to make proposals for inclusion in proxy materials related to executive compensation. The Board of Directors has adopted a policy of providing for annual advisory votes to approve executive compensation. Unless the Board of Directors modifies its policy, the next such advisory vote following the Company’s 2021 Annual Meeting will occur at the Company’s 2022 Annual Meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

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.

5.     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, environment and social governance, organizational development, strategic planning, information technology and public relations.

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 of 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, Katzman, Macedo, Ranade and Roberts and Mms. Allen, Davis and Edelman be nominated for election to the Board of Directors¹. 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 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.

The Board of Directors has affirmatively determined each of the following directors is an “independent” director as such term is defined in our Corporate Governance Guidelines and the requirements of the SEC and NYSE.

Additionally, Mr. Mrkonic was independent throughout his term in fiscal 2021. In this Proxy Statement we may refer to these directors individually as an “Independent Director” and collectively as the “Independent Directors.” The only member of the Board who is not independent is Wyman T. Roberts. Mr. Roberts, as President and Chief Executive Officer (“CEO”) of the Company, is the only employee member of the Board.

Board Structure

Each director serves for a one-year term and is subject to re-election by you each year. Prior to recommending a director for nomination for re-election, the Governance and Nominating Committee considers many things, including:

Board Committees

The charters for each of the committees, as well as our Corporate Governance Guidelines, are available at no charge to you in the Corporate Governance section of our website (http://investors.brinker.com/corporate-governance/highlights) or by written request directed to us at 3000 Olympus Blvd., Dallas, Texas 75019, Attention: Corporate Secretary.

The Board of Directors has affirmatively determined that each member of the Audit, Compensation, and Governance and Nominating Committees meets the independence requirements of the NYSE and the SEC applicable to those committees.

Audit Committee

The role of the Audit Committee is described in the Report of the Audit Committee later in this Proxy Statement. The Board of Directors has determined that Messrs. Giles and Katzman are “audit committee financial experts” as such term is defined in the SEC’s Regulation S-K. Further, the Board of Directors has determined that all members of the Audit Committee are “financially literate” as such term is defined by the NYSE and the Audit Committee satisfies the “financial management expertise” standard required by the NYSE.

Compensation Committee

A discussion of the specific nature of the Compensation Committee’s responsibilities and compensation philosophy as they relate to our executive officers is provided to you in the Compensation Discussion and Analysis and Report of the Compensation Committee later in this Proxy Statement.

Governance and Nominating Committee

The Governance and Nominating Committee performs the following functions:

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 30, 2021, the Board of Directors held ten 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. Also, all members of the Board of Directors serving as of the date of the Company’s 2020 annual meeting of shareholders attended such 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.

Chairman of the Board

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 ensuring a continued significant role for independent directors in the leadership of the Company. This structure allows Mr. Roberts, 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:

The Board’s Role in Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks, including the Company’s enterprise risk management process that monitors and manages key business risks facing the Company. Throughout the fiscal year, the Board regularly reviews information regarding the Company’s strategic, financial and operational risks. The Board has also delegated certain risk oversight functions to its committees.

The Compensation Committee oversees the management of risks relating to the Company’s compensation policies and practices.

The Audit Committee oversees the management of risks associated with accounting, auditing, financial reporting, and internal control over financial reporting, as well as the effectiveness of the Company’s enterprise risk management process. The Audit Committee also:

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:

The entire Board of Directors is regularly informed about each committee’s evaluation of 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 and sustainable business, and building sustainable value for all of our stakeholders has always been a key part of our business strategy. 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 and in the way we impact the world.    

In fiscal 2021, we updated our sustainability strategy to ensure we are working on the most relevant and impactful ESG issues, and that our ESG efforts and initiatives are consistent with our goal of providing long-term shareholder value through sustainable business performance. Our framework for implementing our sustainability strategy includes initiatives under four key pillars: Passionate People, Great Food, Better World and Responsible Governance.

We recently published our first formal sustainability report, “Making People Feel Special,” which provides additional details on our updated strategy and renewed focus, 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. Our report also includes details on our COVID-19 response. We have included some highlights of our sustainability program here.

Sustainability Governance

Sustainability Highlights

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, with more racial and gender representation at all levels. 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, we established the position of Vice President of Diversity, Equity & Inclusion charged with leading the Company’s efforts in these critical areas. We created “Communities of Interest” designed to provide safe spaces for underrepresented and like-minded Team Members and allies to develop connections, share ideas and encourage diversity of thought throughout the organization. And we have been explicit in our support for inclusivity and ending racially motivated violence and harassment across all dimensions of diversity.

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 make up the right balance of wellbeing: Physical & Emotional, Career, Financial, Social, and Community. Some of the elements of this program include competitive wages and health benefit plans; fitness expense reimbursement; a free employee assistance program; our no-cost “Best You EDU” education offerings that provide Team Members a path to foundational learning, a GED and an Associate’s degree; leadership development programs; and volunteer opportunities.

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. We confirm our practices meet or exceed relevant external standards, including the Food and Drug Administration’s (FDA) Food Code, a science-based model for regulating the retail and food service sector. We have systems and dashboards to monitor compliance with our food safety standards and also have a leading epidemiological consulting firm available to investigate any concern.

We work closely with our trusted supplier partners to grow, process and transport products in a way that fulfills or exceeds all regulations. Our Supplier Code of Conduct (“Code”) helps our suppliers understand and meet these standards. We expect all of our suppliers to follow our Code, and also expect all our food suppliers to adhere to Hazard Analysis and Critical Control Point (HACCP) principles. Our suppliers are regularly audited by accredited auditing agencies to confirm they hit key industry benchmarks, such as Global Food Safety Initiative (GFSI) approved standards. They are also expected to procure ingredients in a responsible way consistent with our animal welfare standards. We work with our suppliers to ensure all our food ingredients are traceable back to their source and monitor emerging sustainability issues as an active member of the National Restaurant Association Sustainability Executive Study Group.

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. At Brinker, our approach to environmental sustainability includes:

To this end, we have invested in updating our restaurants with more environmentally friendly solutions. We use LED lighting in our restaurants, except restaurants newly-acquired from franchisees. In these acquired restaurants we are in process of replacing existing lighting with LED lighting. Our sustainable restaurant design also uses modernized kitchen equipment, low flow plumbing fixtures, energy efficient window treatments and high efficiency water heaters.

We are also committed to responsible water management, waste management, and sustainable packaging. We have replaced kitchen equipment with more efficient models, saving millions of gallons of water per year, and continually evaluate equipment options that will help responsibly reduce future waste. We aim to recycle where local infrastructure allows it, and use technology and sales data to minimize food waste. Our standard is that one hundred percent of our To-Go packaging is from sustainably sourced raw materials, partially made from recycled materials, and/or is recyclable, reusable or compostable.

Responsible Governance—Acting with Integrity and Managing Risks

Brinker prioritizes having an independent and highly engaged Board of Directors with a wealth of diversity in experience, race and ethnicity, gender and tenure. Our Board protects and enhances shareholder investment by providing experienced, ethical leadership. Board members are regularly trained on their fiduciary duties and are encouraged to participate in other director education opportunities. The Board and its committees oversee different aspects of the company’s culture and environment, policies, and practices regarding diversity, equity and inclusion. They also assess and oversee management of risks to Brinker. We maintain an enterprise risk management process in line with The Committee of Sponsoring Organizations framework that identifies risks, potential impacts, likelihoods and mitigating factors. Each committee has many other responsibilities as outlined in their charters and our corporate governance guidelines. The Board reviews these charters and our corporate governance guidelines annually to make sure that the Board and its committees follow best practices for governance.

Our COVID-19 Response

Throughout the pandemic, Brinker moved swiftly to respond to the unprecedented challenges faced by our Team Members, our Guests, and our communities due to the COVID-19 pandemic. In early March 2020, we formed a COVID-19 response team, overseen by our Board, which was responsible for ensuring our ability to effectively conduct our business and maintaining the health, safety and morale of our Team Members and Guests.

To ensure the health and wellbeing of our Team Members and our Guests in the face of the global pandemic, we instituted the following protective measures since the start of the pandemic:

We brought hourly Team Members back to work in our restaurants as soon as possible, while keeping our management teams employed throughout the pandemic. On average, in fiscal 2021 we paid restaurant management teams salary and bonuses above both fiscal 2020 and the pre-pandemic fiscal 2019 level to recognize their extraordinary efforts and value to Brinker during a difficult year – even though the Company had lower financial performance while dining rooms were closed or restricted.

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. companies. The public companies in the proxy peer group used for the Board are also used for our named executive officers (“NEOs”) (identified in more detail in the Benchmarking section of the Compensation Discussion and Analysis of this Proxy Statement).

The non-employee directors receive the following compensation during a calendar year in addition to reimbursement for costs incurred in attending meetings of the Board:

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.

Equity grants are made in February, May, August, and November following the Company’s quarterly earnings releases.

Board Committee Retainers

Board members receive the following supplementary annual retainers, paid in quarterly installments, to compensate them for fulfilling additional responsibilities on one or more committees:

Additionally, the Committee Chairs receive the following additional supplementary annual retainers, paid in quarterly installments, to compensate them for the additional Chair responsibilities:

Directors are expected to attend Board meetings and their respective committee meetings. No additional compensation was paid for attendance at these meetings.

Restricted Stock Unit Distribution Timing

Each of the directors elected, prior to the grants, one of five distribution timing options for their RSUs: (i) one year after date of grant (ii) four years after date of grant, (iii) upon the director’s departure from the Board, (iv) one year following the director’s departure from the Board, or (v) two years following the director’s departure from the Board. Directors also have the ability to defer settlement of RSUs that would otherwise be distributed for additional five-year period(s), provided they elect to defer receipt of those units at least 12 months before the previously-scheduled distribution date. For fiscal 2021, directors received RSUs for all of their equity compensation with variable distribution dates ranging from one year after grant to upon the director’s departure from the Board.

Stock Ownership Guidelines

We have stock ownership guidelines for our Board to align director interests with shareholders. Guidelines are reviewed annually by the Board, including a comparison of market prevalence and guideline designs. The guidelines require directors to maintain stock ownership in a value equal to five times their annual retainer. The guidelines for our directors define stock ownership to include the value of any shares currently owned and the value of unvested restricted stock or RSUs. Directors have four years from the time they join the Board to accumulate the necessary shares. Currently, all directors are in compliance with the guidelines or are within the initial four-year time period to meet the guidelines.

Fiscal 2021 Director Compensation Table

Board Assessments

Our Board conducts an annual evaluation of itself and its committees to determine the Board’s effectiveness and to identify ways in which to enhance effectiveness. Additionally, the Board conducts periodic peer evaluations of each of its members, facilitated by an independent consultant. The Board utilizes the feedback and results from these evaluations to determine the need for board refreshment, and the Governance and Nominating Committee utilizes the evaluation process as part of its determination of nominees recommended for election by shareholders at our Annual Meeting.

Internal Process of Identifying Candidates

The Governance and Nominating Committee uses a variety of means for identifying potential nominees for director, including the use of outside search firms and recommendations from current members of the Board of Directors and shareholders. In determining whether to nominate a candidate, the Governance and Nominating Committee considers the current composition, capabilities and attributes of serving directors, as well as additional capabilities and attributes considered necessary or desirable in light of existing and future Company needs. One or more of the members of the Governance and Nominating Committee interviews, and may have an outside search firm interview, a prospective candidate who is identified as having high potential to satisfy the expectations, requirements, qualities and responsibilities for membership on the Board of Directors. Prospective candidates may also be interviewed by other directors who are not members of the Governance and Nominating Committee. Reports from those interviews or from Governance and Nominating Committee members with personal knowledge and experience with the candidate, resumes, information provided by other contacts, and other information deemed relevant by the Governance and Nominating Committee are then considered in determining whether a candidate shall be nominated. The Governance and Nominating Committee also exercises its independent business judgment and discretion in evaluating the suitability of a candidate for nomination.

Nominations by Shareholders

As a shareholder, you may recommend one or more candidates to be considered by the Governance and Nominating Committee as a nominee or nominees for election as director of the Company at an annual meeting of shareholders. To do so, you must comply with the notice, information, and consent provisions contained in the Company’s Bylaws (current copies of the Company’s Bylaws are available at no charge from the Secretary of the Company and may also be found in our public filings with the SEC). In order for the candidate recommendation to be timely for the Company’s 2022 annual meeting of shareholders, your notice to the Secretary of the Company must be delivered or mailed to and received at our principal executive office no later than June 9, 2022. Any such recommendations received by the Secretary will be presented to the Governance and Nominating Committee for consideration. Suitable candidates (whether identified internally or by a shareholder), after evaluation based upon the criteria and process described in “Internal Process of Identifying Candidates” above, are then recommended by the Governance and Nominating Committee and, if approved by the Board of Directors, will be included in our recommended slate of director nominees in our Proxy Statement.

Code of Conduct

Our Brinker International Code of Conduct—Making People Feel Special applies to all our team members. We also have a Code of Conduct for the Board of Directors. Both of these codes are reviewed by the Governance and Nominating Committee regularly and revised as appropriate. You may obtain a copy of either Code free of charge in the Corporate Governance section of our website (http://investors.brinker.com/corporate-governance/highlights) or by written request directed to us at 3000 Olympus Blvd., Dallas, Texas 75019, Attention: General Counsel.

Communications with the Board of Directors

If you or any other interested party wishes to communicate with the Board of Directors as a group or with an individual director, you or the interested party may direct such communications to the intended recipient in care of the General Counsel, 3000 Olympus Blvd., Dallas, Texas 75019. The communication must be clearly addressed to the specific group or director. Your Board of Directors has instructed the General Counsel to review and forward any such correspondence to the appropriate person or persons for response.

INFORMATION ABOUT OUR

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the objectives and underlying principles of our executive compensation programs, how the programs are designed to align with shareholder interests and how compensation of our NEOs in fiscal 2021 aligned with performance.

Table of Contents

Executive Summary

In fiscal 2021 Brinker’s multi-year strategies and investments produced a transformational business change that significantly grew parts of our business and strengthened our business model for the long-term. Despite the COVID-19 pandemic causing the most difficult operating circumstances the Company has faced, the Company finished the fiscal year with its corporate purpose and strategies reinforced, its balance sheet strengthened and its business model more profitable.

The Company began its fiscal year with seating capacity either fully or partially restricted in most of its dining rooms in order to socially distance and comply with government mandates. In the prior fiscal year, the Company had already made the safety of its team members and guests a priority with enhanced safety operations. The Company had already paid more than $15 million to hourly team members unable to work when dining rooms were closed at the start of the pandemic. The Company had already taken critical steps to reduce spending and to raise capital, including completion of an approximate $139 million share issuance in May 2020 to ensure the Company would have sufficient liquidity for the unknown duration of the pandemic. The Company had already and continued to provide benefit coverage for furloughed hourly team members at the same discounted premium they had pre-pandemic. With these critical actions implemented for the Company’s team members, guests and financial stability, over the course of fiscal 2021 the Company moved forward with its pre-pandemic strategies of providing convenience, value and a great guest experience by improving our takeout systems, making additional investments in technology and using our digital expertise to reach more guests through different channels. The Company also continued to prioritize the health and safety of team members and guests and rewarded team members at the restaurant management and hourly level through broad-based cash bonuses for the important service they provided through the pandemic.

Fiscal 2021 Performance Highlights

In a year of social distancing, our teams came together safely to lead the industry on traffic and regain positive sales momentum. In a year of closures and shutdowns, we carried out the opening of It’s Just Wings, our first virtual brand available online but made and delivered from more than 1,050 Chili’s and Maggiano’s restaurants. In a year that started with unemployment near record highs, we kept our restaurant management teams employed and brought back furloughed hourly team members as soon as possible. In a year where many had to borrow more to survive the pandemic, we paid down our debt to some of the lowest levels of leverage we have had in recent history. In a year when we worried we would not be able to support our charitable partners at typical levels, our teams set a record by raising more than $10 million for St. Jude Children’s Research Hospital®. Our business is no longer just a casual-dining sit-down restaurant business model. With our focus on and investments in convenience, value and technology, as well as our launch of virtual brands, many more guests learned through the pandemic that our brands can be just as convenient for take-out or delivery as quick service or fast casual restaurants. In the fourth quarter of fiscal 2021 when most dining rooms were no longer subject to government mandated capacity restrictions, we significantly grew sales at Chili’s restaurants compared to pre-pandemic levels, with more than 36% of sales being off-premise sales. Our results from this fiscal year, and the fourth quarter in particular, show that our business model now appeals to more guests for more occasions than before the pandemic, and we believe we can emerge from the pandemic growing at a more profitable and faster pace than heading into the pandemic.

Named Executive Officers

The Company’s named executive officers (“NEOs”) for fiscal 2021 are as follows:

All NEOs were compensated under the same compensation plans in fiscal 2021, except that Mr. Provost’s target under the long term performance share plan was different and specific to Maggiano’s, as discussed below.

Compensation Philosophy and Strategy

The Compensation Committee (or the “Committee” in the Executive Compensation section of this Proxy Statement) believes that the Company’s ability to succeed depends in large measure on our ability to attract and retain well-qualified executives who share the Company’s values and are able to create and execute successful long-term strategies that increase shareholder value. Our compensation strategy includes compensation plans and policies that motivate and incentivize executives to increase long-term shareholder value by growing sales and increasing profits through engaged team members who provide great service and food that brings back guests again and again. Paying for performance is a long-standing, underlying principle of our compensation programs. Our compensation strategy also incorporates the following principles and practices:

Summary of Fiscal 2021 Compensation Actions

As we began fiscal 2021, we were operating under state and local mandated restrictions on our restaurant dining rooms, including limits on seating capacity, table spacing requirements and, in some cases, total closure of our dining rooms and bars. New annual and long term performance targets were difficult to set due to the unpredictable nature of the pandemic, including uncertainty regarding when vaccines would become available, when dining rooms would be fully open and if there would be additional waves of the pandemic. The Committee determined that this uncertainty created significant risk in setting long term targets because the targets could easily become unachievable and create a retention risk for the Company’s executives if the impact of the pandemic was extended, or the targets could become too easy to achieve and result in excessive compensation if the impact of the pandemic ended sooner than expected. The Committee designed our fiscal 2021 compensation plans to be both affordable for the Company in light of the financial impact of the pandemic and to retain and motivate talented executives to return the Company to a set profitability level as soon as possible. The following are some of the highlights of our fiscal 2021 executive compensation programs:

Summary of Fiscal 2022 Compensation Plan Changes

Since the end of fiscal 2021, the Committee has approved changes to the Company’s compensation plans for fiscal 2022, the current fiscal year in progress. The Company and the United States economy had significantly recovered by the end of fiscal 2021, but some uncertainty remained surrounding COVID-19 variants and various aspects of our business. The Committee made the following changes regarding fiscal 2022 NEO compensation:

The Compensation Committee and How Compensation Decisions are Made

Structure and Responsibilities of the Compensation Committee

The Committee is comprised entirely of independent directors. The Board has also determined that each Committee member qualifies as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act. The Committee is responsible for aligning our compensation programs with our compensation philosophy of creating long-term shareholder value and rewarding performance. Specifically, the Committee designs compensation plans and reviews and approves any compensation decisions regarding our CEO and other Executive Officers identified in this Proxy Statement (the “Executive Officers”). Further information about the duties of the Committee can be found in the Compensation Committee Charter, which is located on our website at http://investors.brinker.com/corporate-governance/highlights. To ensure the Committee is able to effectively carry out its responsibilities, it takes the following actions:

Roles of the Compensation Committee, Consultants and Management

The Committee is responsible for evaluating the performance of the CEO and Executive Officers and recommending to the Board compensation plans and levels for the CEO and Executive Officers. The Committee utilizes Pearl Meyer, independent benchmarking information from Meridian and input from the CEO on the individual performance of other Executive Officers. The CEO does not provide input on his own compensation. The Committee considers these data sources and applies its own independent judgment in establishing a total compensation program comprised of base salary, short-term incentives targeted as a percentage of base salary and long-term incentives.

The Committee annually reviews the performance of its consultants. Pearl Meyer and Meridian are each retained by and report directly to the Committee. Pearl Meyer assisted the Board in conducting a peer evaluation of individual Board members in the prior fiscal year, but does not have any other consulting engagements with the Company. The Committee regularly asks Pearl Meyer to provide independent advice on current trends in compensation design, including compensation levels, the merits of particular forms of compensation, relative weighting of compensation elements and compensation best practices. Meridian has also assisted the Board in benchmarking compensation for Board members, but does not have any other consulting engagements with the Company. The Committee has affirmatively determined that Pearl Meyer and Meridian are each independent, and their respective engagements do not raise any conflicts of interest as required by the SEC and NYSE.

Benchmarking and Compensation Mix

Meridian provides the Committee with market data regarding base salary, short-term incentive targets, long-term incentive values and total compensation. The benchmarking proxy peer group is carefully selected based on criteria including restaurant and brand product industries, operating structure, location and size. As of the time this peer group was selected, we were just above the median of our proxy peer group in terms of revenue size. Proxy data from our benchmarking peer group was blended with data from Meridian’s database, as well as data from other restaurant companies that participate in the Chain Restaurant Total Rewards Association (CRTRA) Compensation Survey, to provide

us with benchmark information that we believe accurately reflects the market in which we compete for executive talent. The following table lists the companies used in fiscal 2021 as our benchmarking proxy peer group:

Benchmarking Proxy Peer Group

Meridian’s benchmark information was used to establish ranges for targeted total compensation (base salary + target short-term cash incentives + target long-term equity incentives). We strive to be competitive in the marketplace by trying to provide targeted total compensation near the median of our peer group. This effort includes appropriately balancing all elements of compensation (short-term versus long-term and fixed versus variable) while recognizing our performance, as well as the individual’s performance, criticality and experience, and internal pay equity. There is no fixed percentage which determines the mix between cash and non-cash compensation, but compensation is significantly weighted towards variable compensation (short- and long-term). The table below shows the percentage of fixed versus variable compensation elements for fiscal 2021 targeted total compensation.

Fiscal 2021 Targeted Fixed Versus Variable Compensation Mix

Say-on-Pay Feedback and Shareholder Outreach

At the 2020 annual meeting of shareholders, we submitted our executive compensation programs for an advisory vote to you, our shareholders, and received the support of nearly 96% of the total votes cast on the proposal. During the weeks immediately prior to our 2020 annual meeting, following disclosure of changes to the fiscal 2021 compensation plans in the proxy for fiscal 2020 as well as how the Company’s compensation plans required adjustments for pandemics, we reached out to shareholders owning more than 45% of the Company’s shares to ask for feedback about the Company’s compensation program. Only one shareholder, representing more than 17% of the Company shares, chose to engage with Company representatives, which included the Chair of the Committee. The shareholder provided positive support for the Company’s compensation program. The Committee reviewed the results of the shareholder advisory vote and shareholder outreach and made no changes to our compensation programs as a result because shareholder support for our current programs was strong. As the country began to emerge from the impact of the pandemic, the Committee did independently change the fiscal 2022 compensation program to be more consistent with the Company’s long standing compensation strategy and principles of having a more significant percentage of long-term compensation be performance based, as discussed in the Summary of Fiscal 2022 Compensation Changes section of this CD&A.

Compensation Principles and Long-Term Performance Results

Highlights of Our Compensation Programs

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 2021 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 our 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 RSUs granted during the year.

The Committee has applied our pay for performance compensation philosophy to the design of our compensation plans so that executives are motivated to add value to the ongoing operations of our business through efforts that are within their control. Our compensation plans are generally designed and written so that achievement of financial targets is calculated by excluding certain extraordinary gains or losses and neutralizing the impact of certain extraordinary events. With these plans in place, executives are neither paid windfall compensation nor penalized with unachievable targets when such extraordinary events occur.

For example, our compensation plans require the Committee to neutralize the impact of tax law changes when calculating the achievement level of financial targets. After the Tax Cuts and Jobs Act was passed in fiscal 2018, the Committee calculated the expected benefit to the Company of the reduced tax rate, and then neutralized the benefit under the applicable compensation plans to avoid paying executives windfall compensation from a tax law change. This neutralization of an extraordinary event by the Committee was a calculated determination pursuant to the provisions of the existing plan documents. As another example, in fiscal 2019 the Committee excluded the large profits received from the Company’s sale leaseback transactions when calculating achievement of financial targets under our compensation plans so that achievement levels were not inflated as a result of a one-time, capital structuring event.

In the two examples above, the plan documents avoided windfall compensation to executives. The Company’s fiscal 2019 and fiscal 2020 performance share plans also require the Committee to neutralize the impact of extraordinary, non-recurring events when calculating the Company’s adjusted diluted earnings per share, with the plans specifically referencing pandemics as such an event. This requirement avoids penalizing executives with unachievable targets when extraordinary events occur outside of their control. This requirement has been included in each performance share plan approved by the Committee since August 2017, long before the COVID-19 pandemic began. By

previously designing and approving compensation plans that take into account extraordinary events in the calculation of achievement levels, the Committee accomplished the strategic intent of our compensation programs for executives to be paid for performance within their control. Indeed, in fiscal 2021 our executive team was appropriately rewarded for managing and transforming the elements of our business within their control to maximize performance against a backdrop of extraordinary macro factors, which included Chili’s achieving positive same restaurant sales in the fourth quarter when compared to pre-pandemic sales.

Performance Results under Prior Long-Term Compensation Plans

Fiscal 2019 Performance Share Plan

Performance shares granted in fiscal 2019 for all NEOs were earned at the end of fiscal 2021 based on the Company’s compound annual growth rate (“CAGR”) in earnings per share (“Adjusted EPS”) as compared to a target CAGR of 10% over the three-year measurement period. When calculating the Adjusted EPS for fiscal 2021, the provisions of the fiscal 2019 performance share plan from the time of original adoption required the Committee, among other things, to: (a) neutralize the impact of unplanned restructurings, and (b) neutralize the impact of extraordinary, non-recurring events, specifically including pandemics. Calculating Adjusted EPS in this way was required under plan documents in the same way adjustments from prior years described in the Pay for Performance section of this CD&A were required to exclude one-time and extraordinary events that otherwise would have benefited management’s achievement level. The Committee did not modify the fiscal 2019 performance share plan or make discretionary payments because of the pandemic. Rather, the Committee calculated the Company’s achieved Adjusted EPS after neutralization for the impact of these extraordinary and unplanned events as required by the plan.

The Committee reviewed financial models, pre-pandemic trends and forecasts, comparisons of the Company’s performance to peers, the Company’s sales and traffic gap to the industry as reported by third party sources, the incrementality of virtual brand sales, financial forecasts for future years based on the Company’s transformed business model and many other data points to determine and neutralize the impact of the pandemic on the Company. The Committee also had the Audit Committee independently review the methodology and financial models for neutralizing the impact of the pandemic on the Company. The most significant data points that influenced the Committee’s determination of the financial impact of the pandemic included: (i) the Company’s positive pre-pandemic sales performance and growth trajectory through 20 of the 36 months of the performance period; (ii) Chili’s significant positive sales gap to the casual dining industry in same restaurant sales and guest traffic during fiscal 2021 as compared to the last pre-pandemic periods, according to Knapp Track; (iii) the $150+ million in Company sales generated through the launch of Its Just Wings with minimal capital investment; and (iv) the 8.5% growth in Chili’s same restaurant sales in the fourth quarter as compared to the same pre-pandemic sales period in fiscal 2019, evidencing significant growth in the business in an environment where pandemic-related government restrictions were mostly lifted. The Committee also performed a sensitivity analysis on the sales impact of the pandemic and evaluated the likelihood of the range of outcomes in Adjusted EPS.    

To neutralize unplanned restructurings as required by the plan, the Committee excluded from the calculation of Adjusted EPS shares that were issued in the Company’s stock offering in May 2020 as well as the proceeds received, and used the Company’s pre-pandemic capital structure and plans for calculating Adjusted EPS. The stock offering was not expected when the 2019 performance share plan was approved and was completed pursuant to the Board’s approval after it determined that it was in the best interest of shareholders, as a precaution, to ensure the Company had sufficient capital and liquidity for the unknown duration of the COVID-19 pandemic.

The Committee determined that after neutralizing the effect of the pandemic and the unplanned capital restructuring, as required by the performance share plan, the Company’s Adjusted EPS was $5.73, which was on the lower and conservative end of the financial modeling. This Adjusted EPS equated to a CAGR of 18% and resulted in a payout of 180% of target shares under the performance share plan.    

The Committee also considered whether this calculated payout should be reduced given the circumstances caused by the pandemic and ultimately determined not to adjust the calculated payout. The Committee considered how our executives led the Company through the pandemic, including, among other things, the more than $15 million spent to help hourly team members without work, the additional approximate $1 million spent to help team members in quarantine, our executives’ decision to take temporary salary reductions at the start of the pandemic in fiscal 2020, the Company’s retention of restaurant management teams throughout the pandemic, the continued offering of benefits to hourly team members on furlough, the payment of total salary and bonus to restaurant managers at a higher level in fiscal 2021 compared to fiscal 2020 and 2019 on average, the decision of executives to forgo any salary increase in fiscal 2021 and the $3.8 million in retention bonuses paid by the Company to certain hourly team members that worked through the end of fiscal 2021. The Committee also reviewed the cost of the incremental stock expense to the Company for the above target achievement, which equaled $2.1 million combined for all NEOs. The Company’s market capitalization grew by $814 million during the performance period. The Committee determined that it was wholly appropriate and consistent with prior years (i.e., adjustments made that were disadvantageous to management) to follow the requirements of the performance share plan to neutralize the impact of unplanned restructurings and external events (including pandemics).

As the Committee set a new long-term target for the performance share plan beginning in fiscal 2022, the Board used the neutralized financial performance for fiscal 2021 described above as the new base for growth. As a result, in order to achieve the target payout under the new fiscal 2022 performance share plan, executives will have to significantly grow the Company beyond the outstanding results achieved in fiscal 2021.    

Performance-Based Options

In fiscal 2018, the Committee awarded Mr. Roberts and Mr. Provost performance-based options pursuant to the terms of the Company’s Executive Special Equity Award program (the “Performance-Based Options”), with Mr. Roberts being awarded additional Performance-Based Options in fiscal 2019 on the same terms. The Performance-Based Options were designed to retain these executives and motivate them to lead the Company through a transformative period with multi-year strategies that produced significant growth for the Company and long-term shareholder value.

Subject to continued employment through the applicable vesting date, one-half of the Performance-Based Options were designed to vest at the end of fiscal 2021 if the Company achieved EPS (as defined in the Performance-Based Options plan document) equal to or greater than the target for fiscal 2021 (the “2021 Performance Condition”). The original 2021 Performance Condition was a target of $4.40 in EPS. Subsequently, as disclosed in prior Company Proxy Statements, the Committee adjusted the 2021 Performance Condition to neutralize the impact of a decreased corporate tax rate implemented by the Tax Cuts and Jobs Act. This adjustment was made pursuant to the Performance-Based Options plan document and resulted in a new, higher 2021 Performance Condition of $4.86 in EPS.

The Company was on track to achieve the 2021 Performance Condition prior to the pandemic. As discussed in the Pay for Performance section of this CD&A, the Committee’s compensation philosophy is to motivate executives to add value to the ongoing operations of our business through efforts that are within their control and to avoid both windfall compensation and unachievable targets that result from extraordinary events outside of executives’ control. When calculating EPS, the Performance-Based Options award document requires certain adjustments and also allows the Committee to include or exclude extraordinary gains or losses or other items as the Committee determines to be appropriate. In June 2020, the Committee determined that making an adjustment for the impact of the pandemic would be appropriate because it was consistent with the Committee’s compensation philosophy, consistent with requirements under other compensation plans and also in the best interest of shareholders. This determination was previously disclosed to shareholders in the Company’s 2020 Proxy Statement.

The Committee communicated to Mr. Roberts and Mr. Provost in June 2020 that it intended to make appropriate adjustments to neutralize the impact of the pandemic such that the targets were both as challenging and as achievable as they were before the pandemic occurred. The Company’s stock price at the end of fiscal 2020 and about the time of this decision and communication was $23.53, which was significantly below the exercise prices of $31.22 and $43.83 of the Performance-Based Options. The participating NEOs not only had to lead the Company to perform exceptionally well for the Performance Based Options to vest, but had to drive the Company’s share price significantly higher to realize any value from the Performance-Based Options.

As summarized in the Executive Summary of this CD&A, the Company achieved significant growth in parts of its business not restricted by the pandemic in fiscal 2021, and also achieved significant growth at Chili’s compared to pre-pandemic levels when restrictions were generally lifted. This growth included the transformative launch of the It’s Just Wings virtual brand, and the Chili’s business growing its market share of the casual dining industry. Applying the same methodology discussed in the Fiscal 2019 Performance Share Plan section of this CD&A for calculating adjusted EPS under the 2019 performance share plan, the Committee determined that the appropriate adjustment to EPS in fiscal 2021 to neutralize the impact of the pandemic under the Performance-Based Options award document resulted in EPS of $5.73. Accordingly, the Company achieved the 2021 Performance Condition, and one-half of the options granted to Mr. Roberts and Mr. Provost vested. As measured from the first grant date in fiscal 2018, the Company’s stock price increased by 98% to $61.85 as of the end of fiscal 2021, providing a clear indication that the objectives of the Performance-Based Options in creating long-term shareholder value had been achieved.

The other half of the Performance-Based Options will vest at the end of fiscal 2022 if the Company achieves EPS equal to or greater than the target for fiscal 2022 (the “2022 Performance Condition”). The original 2022 Performance Condition was a target of $5.00. Subsequent to the grant and setting of the original target, the Committee adjusted the 2022 Performance Condition to neutralize the impact of a decreased corporate tax rate implemented by the Tax Cuts and Jobs Act, resulting in a new, higher target EPS of $5.54. The Committee intends to adjust EPS in fiscal 2022 in a manner that maintains the integrity of the challenging nature of the 2022 Performance Condition and mitigates the negative impact of the pandemic. The Committee expects the Company to sustain superior performance in fiscal 2022 in order for the remainder of the Performance-Based Options to vest. The Committee believes its actions and intention to make appropriate adjustments under the Performance-Based Options plan has and will continue to retain our executives and align them with growing shareholder value through successful multi-year strategies.

Fiscal 2021 Executive Compensation and Benefit Components

For the fiscal year ended June 30, 2021, the principal components of compensation and benefits for our NEOs were:

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

Base salaries provide our executives with a level of certainty about their compensation. Annually, we review base salaries during our benchmarking process. 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. Due to the financial impact of the pandemic, our NEOs did not receive a salary increase in fiscal 2021. Our NEO’s previously reduced their salaries for a period of approximately 8 weeks during the fourth quarter of fiscal 2020, so the actual salaries paid in fiscal 2021 were slightly higher than the actual salaries received in fiscal 2020.

Short-Term Incentives

Our short term Bonus Plan is a cash-based annual incentive arrangement in which the NEOs participated, together with all restaurant support center team members. This plan measures both financial performance and achievement of key performance indicators (“KPIs”). Due to the uncertainties caused by the pandemic, the Committee designed the fiscal 2021 Bonus Plan with four quarterly measurement periods, with performance targets set on a quarterly basis several weeks before each quarter began in order to take into account the then-current expectation of the impact of the pandemic on our business. For the first three quarters profit targets were reduced compared to prior years as a result of the pandemic, and the Committee correspondingly reduced each NEO’s quarterly target bonus opportunity and maximum bonus opportunity to 60%, 80% and 60% of pre-pandemic levels, respectively, so that bonus payments were more affordable for the Company and so that payouts above normal target bonus levels would be significantly more difficult to achieve.

Financial Measure (2/3 Weighting)

As we began fiscal 2021, we were operating under state and local mandated restrictions on our restaurant dining rooms, including limits on seating capacity, table spacing requirements and, in some cases, total closure of our dining rooms and bars. These restrictions continued in some states for much of fiscal 2021 as the country experienced waves of the pandemic. The Committee determined that in order to retain management and motivate them to return the Company to profitability and growth that financial targets should be set on a quarterly basis that took into account the current operating environment and the impact of the pandemic on the casual dining industry. These targets were set several weeks in advance of each quarter and were set in a manner that expected management to outperform the industry, with targets having increased profit levels from quarter to quarter. Consistent with the Committee’s compensation philosophy, the plan document required the achievement level to be determined after adjusting for items such as Other Gains & Charges as calculated under GAAP. No adjustments were made to achievement levels as a result of the pandemic because the impact of the pandemic was planned for in the targets. The quarterly Adjusted PBT targets and actual achievements are set forth in the chart below, together with the resulting payout multiplier for the financial measure component of the Bonus Plan based on the payout scales set by the Committee. Targets in Q2 and Q3 were not set at levels above the prior quarter’s actual performance as a result of the pandemic wave that was expected and occurred in the fall and winter period that coincided with the Company’s Q2 and Q3.

Revenue KPI Measure (1/6 Weighting)

The KPI performance portion of the Bonus Plan was based on two equally weighted KPIs: revenue and guest satisfaction scores. The Company’s strategy includes growing profits by growing revenue. The Committee set challenging revenue targets that increased from quarter to quarter. While the impact of the pandemic did not allow for absolute growth compared to prior years in each fiscal quarter, revenue grew in each quarter with the fourth quarter revenue being the Company’s largest revenue quarter in recent history. The quarterly revenue targets and actual achievements are set forth in the chart below, together with the resulting payout multiplier for the revenue KPI measure component of the Bonus Plan based on the payouts scales set by the Committee.

Guest Satisfaction KPI Measure (1/6 Weighting)

The Committee used two Chili’s guest satisfaction scores that collectively accounted for one-sixth of the Bonus Plan payout opportunity. The Committee used guest satisfaction scores because the Company’s strategy for increasing guest traffic in the future includes providing a guest experience that meets the Company’s high expectations for service and food quality. The Committee set targets under the Bonus Plan for a dine-in guest satisfaction score (“Dine-In Guest Score”) and a to-go guest satisfaction score (“To-Go Guest Score”), and achievement was measured using surveys from our Chili’s guests. For each of the Dine-In Guest Score and To-Go Guest Score, a lower score indicates higher guest satisfaction. The Committee focused on the Chili’s guest experience because it has a greater impact on the Company’s future profitability than the guest experience at other Company brands, and Chili’s receives millions of surveys from its guests that provide significant measurement data. The Dine-In Guest Score and To-Go Guest Score targets set at the beginning of the year were maintained for each quarter. These targets became more difficult to achieve throughout the fiscal year as the number of guests ordering from Chili’s significantly increased, and having the ideal number of team members staffed in the restaurant to serve our guests became more challenging. The Company remains committed to improving its guest experience. The quarterly guest satisfaction targets and actual achievements are set forth in the chart below, together with the resulting payout multiplier for the guest satisfaction KPI measure component of the Bonus Plan based on the payouts scales set by the Committee.

Payout

The resulting payout for the NEOs, as well as all team members at the Company’s restaurant support center, was 128.44% of a normalized target based upon the achievements described above, calculated as follows:

The following table details the actual short-term incentive payout for fiscal 2021 versus the normalized annual targets set for the NEOs:

Fiscal 2021 Short-Term Incentive Payout versus Target

Long-Term Incentives

The Committee granted each of the NEOs a mix of RSUs and performance shares in fiscal 2021. We believe compensation programs that reward executives for performance with equity in the Company further aligns the interests of executives and shareholders and motivates executives to create long-term shareholder value. Target long-term incentive values were determined by the Committee after analyzing benchmark data, performance, program cost and total compensation targets. Due to the difficulty of setting long term targets during the pandemic in an industry so highly impacted, the Committee decided to grant a larger portion of the fiscal 2021 long-term incentive value in time-based RSUs. This approach avoided the risk of having too much compensation based on long term targets that could either become unachievable and create a retention risk for the Company’s executives due to the uncertain duration of the pandemic, or become too easy to achieve and result in excessive compensation if the pandemic ended sooner than expected. Prior to the pandemic, the Committee allocated 50% of the target value of long-term incentives as performance shares. In fiscal 2021, as was disclosed in our fiscal 2020 Proxy Statement, the Committee granted 20% of the target value in performance shares and granted the remaining 80% of the value in RSUs. For fiscal 2022, the Committee has already returned to a higher percentage of long-term incentives granted in the form of performance shares, with 60% of the target value allocated as performance shares.

All equity-based awards are generally granted on the last Thursday of each August. The number of units granted each year fluctuates based on our stock price. However, the grant date may be adjusted if the Committee anticipates the release of material nonpublic information.

Performance Shares

We grant performance shares to emphasize our pay for performance philosophy. The Committee targets a certain dollar value for each performance share grant. The number of performance shares granted is then determined based on (A) the targeted value of performance share grant divided by (B) the stock price at the date of grant.

Performance shares granted in fiscal 2021 for all NEOs other than the President of Maggiano’s will be earned based on achievement of the Company’s Adjusted EBITDA (as defined in the plan document) as compared to a target Adjusted EBITDA for the Company during a measurement period ending no later than the end of fiscal 2024. Performance shares granted in fiscal 2021 for Mr. Provost, the President of Maggiano’s, will be earned based on achievement of Maggiano’s Adjusted EBITDA as compared to a target Adjusted EBITDA for the Maggiano’s brand during a measurement period ending no later than the end of fiscal 2024. In order to motivate a more rapid return of targeted profitability levels, the more quickly the Adjusted EBITDA target is achieved, the greater the potential payout under the performance share awards for each of the NEOs. Adjusted EBITDA will be calculated in accordance with the terms of the underlying plan document, which requires the Committee to make adjustments in order to include or exclude the effects of certain items such as acquisitions, restructuring charges and impairment charges and extraordinary events.    

The target performance share award (which is granted near the beginning of the measurement period) is adjusted by the payout percentage determined after the end of the performance period, which ranges from 0% to 150% (see chart below). For NEOs (other than the President of Maggiano’s) to earn 100% of a target award, the Company must achieve Adjusted EBITDA of $300 million in fiscal 2023. For the President of Maggiano’s to earn 100% of his target award, the Maggiano’s brand must achieve $40 million in EBITDA in fiscal 2023. For context of the rigor of these targets, in fiscal 2020 the Company had Adjusted EBITDA of approximately $272 million after the significant impact of the COVID-19 pandemic resulted in Adjusted EBITDA of approximately only $5 million in the fourth quarter of fiscal 2020, and Maggiano’s had Adjusted EBITDA of approximately $35 million after the significant impact of the pandemic caused negative Adjusted EBITDA of approximately $6 million in the fourth quarter of fiscal 2020. To determine earned shares, the number of performance shares awarded will be multiplied by the distribution percentage corresponding to the year in which the target Adjusted EBITDA is achieved. The distribution percentage is determined based on how quickly the target Adjusted EBITDA is achieved, as demonstrated in the table below.

Earned performance shares are further subject to continued employment through completion of the three-year performance period (except in the case of qualified retirement, death, disability or certain involuntary terminations) and are distributed shortly thereafter. Earned shares are not subject to further vesting requirements, although they may need to be retained to meet stock ownership guidelines (see discussion below).

Restricted Stock Units

RSUs are intended to align participants to increase our stock price while acting as a retention tool, with shares only vesting with continued employment for three years, subject to acceleration in the event of qualified retirement, death, disability or certain involuntary terminations. Because the proportion of RSUs increased in fiscal 2021, the Committee revised its retirement rules for the fiscal 2021 grant. In prior years,

an executive that had reached full retirement eligibility received the full award at retirement, but under the revised retirement rules an executive that has reached full retirement eligibility only receives the full award if the participant has made satisfactory contributions to set the Company on a successful trajectory after the executive’s retirement and has satisfactorily transitioned responsibilities to a successor.

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 the Executive Officers, including the 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

Limited Perquisites

We provide our Executive Officers, including the NEOs, with perquisites that are generally intended to promote their well-being and efficiency. The Committee reviews the perquisites during our annual benchmarking process for reasonableness and consistency with competitive practice. We currently provide our Executive Officers (including the NEOs, with the exception of the CEO) with the following perquisites:

The CEO receives only a dining card and 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 were put on hold in during the first half of fiscal 2021 as a result of the pandemic. During the second half of fiscal 2021 the Company matched 100% of each participant’s contribution up to the first 3% of the participant’s base salary and bonus contributed to the plan and matched 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; Mr. Comings is the only NEO who currently maintains a balance and actively contributes to the plan.

Other Executive Compensation Program Elements

Retiree Medical Benefits

Select officers, including the NEOs, are eligible to receive retiree medical insurance from us 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.

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 some 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.

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:

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 2021 compensation plan documents contain language stating that if the Board of Directors 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, 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.

Equity Compensation Plan Information

The following table summarizes, as of June 30, 2021, the options, performance shares, and RSUs outstanding and shares available for issuance to our officers and team members under the Stock Option and Incentive Plan (“1998 Plan”) and to our directors under the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (“1999 Plan”):

Tax Implications

As one of the factors in its review of compensation matters, the Committee considers the anticipated tax treatment to the Company. The deductibility of some types of compensation for the CEO and other NEOs depends upon the timing of the vesting or exercise of previously granted rights. In addition, Section 162(m) of the Internal Revenue Code also generally limits the deductibility of compensation in excess of $1 million paid to our CEO, CFO and our other NEOs. While the Committee considers the tax treatment of compensation granted to the NEOs, it grants and expects to continue to grant non-deductible compensation when appropriate to achieve other Company goals while maintaining its commitment to structuring the Company’s executive compensation programs in a manner designed to align pay with performance.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted,

COMPENSATION COMMITTEE

GEORGE R. MRKONIC (Chair)

CYNTHIA L. DAVIS

HARRIET EDELMAN

WILLIAM T. GILES

ALEXANDRE G. MACEDO

PRASHANT N. RANADE

Compensation Policies and Practices as They Relate to the Company’s Risk Management

We believe that our compensation policies and practices for all team members, including officers, do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe that the Company has appropriate safeguards in place with respect to the compensation programs that assist in mitigating excessive risk-taking that could harm our value or reward poor judgment by our officers and team members. These safeguards include: managing pay opportunities to market levels through peer benchmarking; balancing performance focus between near-term objectives and long-term shareholder value creation; issuing equity awards that vest over multi-year time horizons; capping cash incentive plan payments; maintaining stock ownership guidelines for our executive officers; and maintaining no employment agreements. Furthermore, the Committee retains its own independent compensation consultants to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles and pay opportunity levels.

In fiscal 2021, the Committee reviewed the concept of risk as it relates to our compensation programs and determined that our programs do not encourage excessive or inappropriate risk. In reaching this conclusion, the Committee noted that long-term incentives are predominately equity-based and tied to shareholder returns, market comparisons are used, ownership guidelines are applied, and the majority of variable pay is tied to Company performance.

FISCAL 2021 SUMMARY COMPENSATION TABLE