UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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 all boxes that apply):

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 17, 2022 at 9:00 a.m. (CST)

October 3, 2022

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 17, 2022, via a live audio-only webcast at www.proxydocs.com/EAT. Only shareholders who held shares as of the record date, September 19, 2022, 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 2022 Annual Meeting in person. See “Proxy Summary” and “FAQs 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 2023 year; (3) cast an advisory vote to approve executive compensation; (4) vote on an amendment to the Company’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants; (5) vote on a shareholder proposal as described in the Proxy Statement, if properly presented at the annual meeting; and (6) 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 Annual Report are first being made available to shareholders on October 3, 2022.

We look forward to this year’s meeting.

Very truly yours,

Kevin D. Hochman

Chief Executive Officer and President

of Brinker International, Inc. and

President of Chili’s Grill & Bar

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 17, 2022

Brinker’s Proxy Statement and 2022 Annual Report for the year ended June 29, 2022

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 2022 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 2022 Annual Report at www.proxydocs.com/EAT.

ANNUAL MEETING INFORMATION

SHAREHOLDER ACTIONS

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.

(4)    Ms. Hood was appointed to the Board on January 11, 2022.

Board of Directors Overview

Our Board is comprised of directors who have a variety of skills, experience and core competencies that we consider important for our Director nominees. The table below shows areas relevant to our business where our Directors have either skills, experience (direct or oversight) or core competencies:

Our Board is also diverse in gender, ethnicity, age and tenure, as reflected in the following illustrations:

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 2021 Annual Meeting, except for Ms. Hood, who was appointed to the Board in January 2022, and Mr. Hochman who was appointed to the Board in June 2022. Ms. Hood was recommended for nomination as a director by the Governance and Nominating Committee after a search conducted by a third-party firm and an interview process with the Governance and Nominating Committee.

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 2023. 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. Representatives of KPMG are expected to participate in the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders.

Audit Fees

The following table sets forth the aggregate fees billed, or estimated to be billed, to us for the fiscal years ended June 29, 2022 and June 30, 2021 by our independent registered public accounting firm, KPMG LLP:

For fiscal 2021, annual audit fees related to professional services rendered for the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and the audit of internal control over financial reporting ($799,000) and the issuance of a consent for franchise disclosure documents ($7,000).

For fiscal 2021, there were no audit-related fees.

For fiscal 2021, all tax fees were for review of income tax returns and consultations regarding federal, state, local and international tax matters.

For fiscal 2021, 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 2022 and 2021 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 2022, 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 2023.

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 2022 Annual Meeting.

This advisory resolution is non-binding on the Board of Directors. Although non-binding, the Board of Directors 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 2022 Annual Meeting will occur at the Company’s 2023 Annual Meeting.

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

PROPOSAL 4

AMENDMENT TO THE COMPANY’S 1999 STOCK OPTION AND INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS AND CONSULTANTS

In September 1999, the Board of Directors adopted the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (the “1999 Plan”) authorizing the issuance of up to 675,000 shares of Common Stock of the Company. The 1999 Plan was approved by the shareholders of the Company in November 1999. In November 2005, shareholders approved amendments to the Plan to, among other things, increase the number of shares of Common Stock available for issuance under the Plan to 1,425,000 shares. Where applicable, the number of shares noted in this proposal has been adjusted to reflect the stock splits in November 2001 and November 2006.

The purpose of the 1999 Plan is to provide non-employee directors (currently 8 members of the Board of Directors are non-employee directors), consultants and advisors with a proprietary interest in the Company through the granting of, among other things, stock options, restricted stock, restricted stock units, and stock appreciation rights which will increase their interest in the Company’s welfare, furnish them an incentive to continue their services for the Company and provide a means through which the Company may attract able persons to serve on its Board of Directors and act as consultants or advisors. At the annual meeting, the shareholders of the Company are being asked to approve an amendment to the 1999 Plan to, among other matters, (a) increase the number of shares of Common Stock available for awards under the 1999 Plan by an additional 350,000 shares. The complete text of the 1999 Plan, as amended, is set forth on Appendix A. The following description is subject in all respects to the terms of the 1999 Plan, as amended.

Current Information Regarding the 1999 Plan

On September 19, 2022, 162,439 shares were subject to Stock Awards under the 1999 Plan and distribute on dates ranging from November 11, 2022 up to one year from the time a Director resigns from the Board, depending on their respective distribution elections for each outstanding award. No Stock Options, SARs or Awards other than the Stock Awards, as described above, are outstanding under the 1999 Plan. To the extent any shares are not delivered to a participant or beneficiary because the Award is forfeited or canceled, or because the Award is settled in cash, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. However, shares tendered or withheld to satisfy tax obligations and any shares subject to an award which are forfeited or not issued because the terms and conditions of the grant or award are not met may be re-used for a new grant or award. Either authorized but unissued shares or treasury shares of Common Stock may be issued in connection with grants and awards under the 1999 Plan.

1999 Plan Amendment

As of September 19, 2022, Stock Awards covering 162,439 shares were outstanding and 31,603 shares were available for grant under the 1999 Plan (all of such shares were available for grant as restricted stock under the 1999 Plan). If shareholders approve the Amendment, the estimated maximum number of shares that may be issued under the 1999 Plan would be increased to 381,603 shares (in addition to shares subject to grants and awards as of September 19, 2022). This number represents shares available for, but not yet subject to, a grant or award as of the date of this Proxy Statement, assuming (i) no grants or awards were made under the 1999 Plan between September 19, 2022 and such date, and (ii) no grants or awards previously made under the 1999 Plan are cancelled between September 19, 2022 and such date, plus the additional 350,000 shares authorized by the Amendment.

Total Potential Dilution

The potential dilution resulting from issuing all of the outstanding awards under the 1999 Plan and the Company’s Stock Option and Incentive Plan for employees (the “Employee Plan,” together with the 1999 Plan, the “Current Plans”) and shares remaining available for issuance under the Current Plans would be approximately 10.9%, on a fully-diluted basis using our common stock outstanding as of September 19, 2022 (44,029,144 shares). If the additional 350,000 shares proposed are made available for issuance under the 1999 Plan, the potential dilution will increase by 0.8 percentage points and fully-diluted total potential dilution would approximate 11.7%

Share Information as of September 19, 2022

The information included in this Proxy Statement and our 2022 Annual Report is updated by the following information regarding all existing equity compensation plans as of September 19, 2022:

Summary of Plan

Stock Options

The 1999 Plan permits the grant of non-qualified options to purchase Common Stock to directors of the Company who are not employees of the Company or its subsidiaries and to certain consultants and advisors. The administration of the 1999 Plan will be provided by the Governance and Nominating Committee of the Board of Directors which has the authority to determine the terms pursuant to which options are granted under the 1999 Plan. The Governance and Nominating Committee determines the number of options to be granted to eligible participants, determines the exercise price, vesting period, and option period at the time the option is granted, and administers and interprets the 1999 Plan. The 1999 Plan provides that no option shall be granted with a time period for exercise greater than 10 years from the date of grant.

The exercise price of options is payable in cash or the holder of an option may request approval from the Governance and Nominating Committee to exercise an option or a portion thereof by tendering shares of Common Stock at the fair market value per share on the date of exercise in lieu of cash payment of the exercise price. The 1999 Plan requires that the exercise price of an option will not be less than 100% of the fair market value of the Common Stock on the date of the grant of the option. Options may not be repriced without shareholder approval.

Stock Appreciation Rights and Stock Awards

The 1999 Plan also permits, among other things, the grant of (i) stock appreciation rights (“SARs”) and (ii) restricted stock and restricted stock units, including performance shares (“Stock Awards”) (SARs and Stock Awards are collectively referred to as “Awards”). When an Award is made, the Governance and Nominating Committee will specify (a) the amount and form of the Award, and (b) the period, if any, during which the participant must remain in service to as a condition of the Award (“Vesting Period”). If vesting is conditioned on the participant’s service to the Company, the Vesting Period may not be less than one year. Full or partial acceleration of vesting may occur in the event of death, disability a change in control, or involuntary termination. The Governance and Nominating Committee may also accelerate vesting, in whole or in part, under such circumstances as are deemed appropriate. The 1999 Plan requires that the exercise price of a SAR will not be less than 100% of fair market value of the Common Stock on the date of grant of the SAR. SARs may not be repriced without shareholder approval. The Governance and Nominating Committee may specify additional terms of Awards as it deems appropriate.

Acceleration of Exercisability and Vesting

Subject to the terms of any individual grant agreement, all options and Awards under the 1999 Plan will become immediately exercisable and vested in full if there is a sale or other transfer of all or substantially all of the assets of the Company on a consolidated basis, the acquisition of beneficial ownership by a party, directly or indirectly, of the securities representing 50% or more of the voting rights for directors of the Company, or during any three year period following a “solicitation in opposition,” there is a failure of a majority of persons nominated by management over said three year period to win election to seats on the Board of Directors (based upon the number of seats available at the beginning of such three year period).

Amendments; Adjustments

The 1999 Plan may be amended, altered or discontinued by the Governance and Nominating Committee without the approval of the shareholders (except as set forth below), except that the Governance and Nominating Committee does not have the power or authority to adversely affect the rights of any participant or beneficiary of any stock options or Awards granted under the 1999 Plan prior to the date of the amendment without the affected participant’s or beneficiary’s written consent. No amendment may be adopted without the approval of the Company’s shareholders that would (i) materially increase the number of shares available under the 1999 Plan, (ii) change the types of Awards available under the 1999 Plan, (iii) materially expand the class of persons eligible to receive Awards under or otherwise participate in the 1999 Plan, (iv) materially extend the term of the 1999 Plan, (v) materially change the method of determining the strike price of stock options under the 1999 Plan, (vi) permit repricing of a stock option or SAR, or (vii) permit the grant of a stock option or SAR for, or in connection with, the cancellation or surrender of a stock option, SAR or Stock Award granted under the 1999 Plan having a higher option or exercise price. The Governance and Nominating Committee, however, may make appropriate adjustments in the number of shares covered by the 1999 Plan, the number of outstanding options, option prices, and any restrictions on outstanding Awards to reflect any stock dividend, stock split, share combination, merger, consolidation, reorganization, liquidation, change in control, or the like, of or by the Company.

Tax Status of Stock Options

Only non-qualified stock options may be granted under the 1999 Plan. In general, under the Internal Revenue Code, no taxable income will be recognized by the optionee, and no deduction will be allowed to the Company, upon the grant or vesting of an option. Upon exercise of a non-qualified option, an optionee will recognize ordinary income, and the Company will be entitled to a corresponding tax deduction, in an amount equal to the amount by which the fair market value of the shares on the exercise date exceeds the option price. Any additional gain or loss after exercise realized by an optionee on subsequent disposition of such shares generally is a capital gain or loss and does not result in a tax deduction to the Company.

Tax Status of SARs and Stock Awards

Under the Internal Revenue Code, if Awards are made in the form of restricted stock, or restricted stock units, no income will be realized by a participant upon the grant of restricted stock or restricted stock units, unless the award is fully vested on the date of grant. When restricted stock vests or restricted stock units settle, the participant will recognize ordinary compensation income equal to the then fair market value of the shares or units. With regard to Awards of restricted stock, a participant may make a “Section 83(b) election” under the Internal Revenue Code, in which case the participant will recognize income on the fair market value of the restricted stock at the time the shares are granted. A Section 83(b) election must be made within 30 days after the restricted stock is granted. The Company generally will be entitled to a federal income tax deduction upon the recognition of income on the restricted stock, performance shares, or restricted stock units by the participant.

If Awards are made in the form of SARs, no income will be realized by the participant upon the award of SARs. When the SARs vest, the participant will recognize ordinary compensation income equal to the cash value of the SARs. The Company generally will be entitled to a federal income tax deduction upon the recognition of income on the SARs by the participant.

Recommendation

The Board of Directors believes that approval of the Amendment is in the best interest of the Company and that the additional shares will strengthen the Company’s ability to attract and retain non-employee directors, consultants and advisors, by providing them with a proprietary interest in the Company and furnish additional incentives to such persons by encouraging them to continue their services to the Company.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE COMPANY’S 1999 STOCK OPTION AND INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS AND CONSULTANTS.

PROPOSAL 5

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON MEASURES THE COMPANY IS TAKING TO END THE USE OF MEDICALLY IMPORTANT ANTIBIOTICS IN THE COMPANY’S BEEF AND PORK SUPPLY

Andrew Peter Dobson (owner of shares of common stock worth over $2,000) (the “proponent”) has advised the Company that he plans to present the following proposal at the annual meeting. The Company has included the proponent’s proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. All statements and citations contained in the stockholder proposal and its supporting statements are the proponent’s sole responsibility. This stockholder proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.

If properly presented at the annual meeting, the Board of Directors unanimously recommends a vote “AGAINST” the following stockholder proposal.

THE PROPONENT’S PROPOSAL

WHEREAS: The World Health Organization considers antimicrobial resistance one of the most urgent health challenges of our time. When bacteria, viruses, fungi and parasites become resistant to antibiotics and antivirals, among others, these life-saving drugs become useless.¹,² By 2050, antimicrobial resistance could cause an estimated 300 million premature deaths and up to $100 trillion in economic damage.³

The use of antibiotics in animal agriculture is a major contributor to antimicrobial resistance.⁴ Nearly two-thirds of antibiotics sold for use in the U.S. are used in food animals, and studies show that when antibiotics are routinely administered to animals, bacteria can adapt and cause drug-resistant infections in humans.⁵

Brinker International committed in 2019 to work toward the elimination of the use of medically important antibiotics in its chicken supply chains, but has failed to make a similar commitment to eliminating or reducing use of medically important antibiotics in its beef and pork supply chains.⁶ The Company acknowledges in its 2021 Sustainability Report the importance of optimizing beef and pork production practices to reduce the need for such antibiotics, but has failed to set any target date(s) or report measurable action on this issue.

Consumers are increasingly concerned about the use of antibiotics in meat, particularly since the start of the COVID-19 pandemic.⁷ Action beyond existing regulations is necessary to avoid this risk of widespread use of medically important antibiotics for disease prevention, and Brinker may be missing out on market growth opportunities.⁸ The antibiotic-free market is expected to grow through at least 2027, driven by consumer demand for antibiotic-free food products.⁹

Brinker is behind its peers in addressing this critical problem. The following major restaurant brands have acted to substantially reduce or end use of medically important antibiotics in their meat supply chains:

BE IT RESOLVED: Shareholders request that Brinker International report on measures the company is taking to end use of medically important antibiotics in its beef and pork supply chains.

SUPPORTING STATEMENT: Shareholders recommend the disclosure include, at board and company discretion:

BOARD OF DIRECTORS’ RESPONSE

Our Board recommends that you vote “AGAINST” this proposal requesting that Brinker report on measures the company is taking to end the use of medically important antibiotics in its beef and pork supply chains. The Board has carefully considered the proposal and believes that the report requested by the proposal is unnecessary because:

Brinker’s Position on Antibiotic Use and Our Food Principles

Brinker takes great pride in serving its guests every day with safe, quality products that it strives to ensure are socially, environmentally and economically sustainable. As a responsible company with more than 1,100 company-owned restaurants, we attempt to use our scale for good, partnering with industries in transparent conversation to advance practices related to use of antibiotics and susceptibility testing. The ability of our suppliers to consistently deliver safe and quality products that meet our requirements, as well as all applicable laws and regulations, is of critical importance to the continued success of Brinker restaurants. Our ingredients are carefully sourced from suppliers who share Brinker’s commitment to maintaining high standards of food safety, quality, sustainability and ethical business conduct.

Antibiotic use in animals is a complex subject, and we acknowledge that our guests may want to understand more about where our ingredients come from and how they are produced. Brinker’s position on antibiotic use is one of responsible use, where effective treatment includes selection of the most narrow spectrum antibiotic based upon identification of causes and associated susceptibility pattern or profile. In 2019, we added a commitment to our animal welfare standards to eliminate antibiotics across our chicken supply chains, except for treating and non-routine control of diagnosed illnesses. We have made progress towards that goal with more than 95% of the chicken served in our restaurants raised with no antibiotics important to human medicine. We also support Food and Drug Administration (FDA) actions to eliminate antibiotic use for growth promotion and feed conversion. And we continue to communicate to our pork and beef suppliers and industry associations our desire for them to optimize production practices and reduce the need for antibiotics important in human medicine in food-producing animals.

Brinker continues to study the issue and believes that discussions regarding antibiotic use must reflect a variety of considerations, including an understanding that responsible use of antibiotics is but one way that farmers keep animals healthy and enhance food safety. We also continue to engage with our suppliers on our expectations and commitments, and have reviewed these important values with them. Brinker also maintains our Supplier Code of Conduct, which outlines our expectations for our suppliers in areas such as ethical business practices; human rights and labor laws; environmental, health and safety practices; and legal compliance.

Brinker is committed to working with suppliers committed to upholding good animal welfare principles. Our desired approach to animal well-being is based on the “Five Freedoms” of care throughout the life of farm animals. This guidance on humane animal treatment directs our practices as well as our selection of, and relationship with, sourcing partners.

Reporting and Transparency

Brinker’s efforts regarding antibiotics were discussed in a separately captioned section of Brinker’s 2021 Sustainability Report. This was Brinker’s first sustainability report, and it represents a significant step forward in our commitment to improving our efforts and reporting in a transparent manner on environmental, social and governance matters. Our 2022 Sustainability Report is being published concurrently with this Proxy. We encourage our stockholders to review our report, including our progress highlighted in areas such as diversity, employee development, environmental matters and animal welfare, all of which can be found at https://www.brinker.com/sustainability. We reached out to a number of our largest stockholders last year for feedback on our sustainability report and focus areas we identified, and we received positive support for our progress on sustainability initiatives from those that engaged with us.

We already plan to provide regular updates to our stockholders and other stakeholders on our sustainability, animal welfare (including antibiotics usage), and other efforts through our annual sustainability report. Given the reporting we have provided and plan to continue to provide in our sustainability reports, we believe that preparing the requested report would be redundant and would distract management’s focus and resources away from other important initiatives and objectives.

FOR ALL THESE REASONS, OUR BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL.

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, environmental 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 the current directors for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the assessment results, the Governance and Nominating Committee recommended to the Board that Messrs. DePinto, Giles, Hochman, Katzman and Ranade and Mms. Allen, Davis, Edelman and Hood be nominated for election to the Board of Directors. The Board accepted the recommendations and nominated such persons. The Governance and Nominating Committee did not receive any recommendations from shareholders of candidates for election to the Board at the Annual Meeting.

Director Independence

The Board reviews the independence of each non-employee director annually to confirm that the director continues to meet our 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, Messrs. Alexandre G. Macedo(1) and George R. Mrkonic(2) were independent throughout their term in fiscal 2022. 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 Kevin D. Hochman. Mr. Hochman, as Chief Executive Officer (“CEO”) and President 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.

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 29, 2022, the Board of Directors held eight meetings. Each incumbent director attended at least 75% of the aggregate total of meetings of the Board of Directors and Committees on which he or she served. All members of the Board of Directors serving as of the date of the Company’s 2021 annual meeting of shareholders except for one member attended the meeting. As set forth in our Corporate Governance Guidelines (http://investors.brinker.com/corporate-governance/highlights), directors are expected to attend the Annual Meeting absent unusual circumstances.

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. Hochman, as CEO, to focus his time and energy on leading and managing the Company’s business and operations. An independent Chairman of the Board also simplifies the Company’s corporate governance structure by allowing the Chairman of the Board to convene executive sessions with independent directors. The Chairman presides over all executive sessions. Any decision to change the structure in the future will be based on what the Board believes is the most effective and efficient structure for the Company.

The Chairman of the Board’s duties include:

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 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.

Our framework for implementing our sustainability strategy includes initiatives under four key pillars: Passionate People, Great Food, Better World and Responsible Governance. This strategy guides our ESG efforts and initiatives with a goal of providing long-term shareholder value through sustainable business performance. In fiscal 2022, we made progress on initiatives under our sustainability strategy (as discussed in “Sustainability Highlights in Fiscal 2022” below), focusing on the ESG issues most relevant and impactful to our business and stakeholders.

Near the time of publishing this Proxy Statement, we are also publishing our second annual 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. We have included some highlights of our sustainability program here.

Sustainability Governance

Sustainability Highlights in Fiscal 2022

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, our Vice President of Diversity, Equity & Inclusion is charged with leading the Company’s efforts in these critical areas. We created “Communities of Interest” (“CoI”) 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. In August 2021, we expanded all our CoI groups to our operations leaders, including Certified Shift Leaders (“CSLs”) and above. Additionally, we made three CoI groups—Conquering Change, LGBTQ+ and Allies, and Shades of Brinker—available to hourly team members. Moving forward, we will continue to roll out more groups to our hourly team members. We created a Culture of Inclusion series where we host events connected with internationally recognized months of diversity to celebrate and bring awareness to these important issues. We provide training to our new and developing leaders to reinforce inclusive behaviors and identify biases. 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; a no co-pay doctor-on-demand service; fitness expense reimbursement; a free employee assistance program; our no-cost “Best You EDU” education offerings that provide team members a path to foundational learning, a GED and an Associate’s degree; leadership development programs; and volunteer opportunities. We are proud to have launched our Be Well Portal for all team members in fiscal 2022. The site is a mobile-friendly, one-stop shop for all benefits, perks and resources to improve wellbeing.

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. During this last fiscal year Brinker received a “100% Recall Compliance Award” from Instant Recall, an award given annually in recognition of restaurant organizations that achieve 100 percent documented compliance for all mock and live events.

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 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 we 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. Our sustainable restaurant design uses smarter LED lighting, modernized kitchen equipment, low flow plumbing fixtures, energy efficient window treatments and tankless water heaters. We are testing smart technology that allows us to remotely turn on and shut off restaurant equipment to conserve power in eleven restaurants, with plans to expand in fiscal 2023.

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 goal 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 ensure that the Board and its committees follow best practices for governance.

During 2022, the Board added Ramona T. Hood, who has significant experience in leading a large, distributed organization and a track record of driving growth and innovation. Ms. Hood complements the capabilities and public company board service experience of the other independent members, and improves both the gender and ethnic diversity of the Board.

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 typically made in February, May, August(3), 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 2022, directors received RSUs for all their equity compensation with variable distribution dates ranging from one year after grant to one year after 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 2022 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 2023 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 5, 2023. 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. The General Counsel will screen correspondence directed to multiple directors or the full Board in order to forward it to the most appropriate person. Communications that relate to our accounting, internal accounting controls or auditing matters are referred to our Audit Committee Chair.

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 2022 aligned with performance.

Table of Contents

Executive Summary

In fiscal 2022, our restaurants exceeded their pre-pandemic sales levels despite the Delta and Omicron waves of the pandemic causing staffing shortages and materially impacting guest demand for eating out during certain periods of the year. Although the economic environment has been volatile in recent years, our brands remain stable and iconic parts of American culture. Our Chili’s brand celebrated its 47^th anniversary this fiscal year, and Maggiano’s celebrated its 30^th anniversary. In fiscal 2022, the Company aimed to grow traffic at its restaurants by implementing conservative price increases that would allow its restaurants to lead the competition in value and affordability. Commodity and wage inflation exceeded forecasts and caused the Company to have lower profitability than expected and to miss financial performance targets under its compensation plans.

Toward the end of fiscal 2022, the Company appointed a new CEO, Kevin Hochman, following the retirement of our former CEO. Under Mr. Hochman’s leadership, the Company is focused on driving sustainable growth, improving the profitability of our restaurants by simplifying operations and improving return on invested capital and shareholder returns.

Fiscal 2022 Performance Highlights

In fiscal 2022, Chili’s and Maggiano’s experienced significant growth in comparable restaurant sales as we returned to operations that were mostly free from government-mandated pandemic restrictions on our dining rooms that materially affected our restaurant sales in fiscal 2020 and fiscal 2021.

In fiscal 2022 we not only grew versus a prior year that was impacted by the pandemic, but exceeded pre-pandemic sales levels. Our restaurants averaged weekly sales volumes in the fourth quarter well above pre-pandemic levels, creating significant sales growth momentum.

We also acquired 68 restaurants from 3 franchisees in fiscal 2022. Our total revenue grew materially due to an increase in the number of Company-owned restaurants together with growth in existing restaurant sales. We now have a solid foundation to further grow sales and improve profitability.

Named Executive Officers

The Company’s named executive officers (“NEOs”) for fiscal 2022 are as follows:

All NEOs were compensated under the same compensation plans in fiscal 2022, except Mr. Hochman participated under only the short-term bonus plan because his employment with the Company began in the last month of the fiscal year. Additionally, given his role, Mr. Provost’s key performance indicator (“KPI”) targets under the short-term bonus plan were different and specific to Maggiano’s, as discussed below.

Compensation Philosophy and Strategy

The Compensation Committee (or the “Committee” in this 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:

Summary of Fiscal 2022 Compensation Actions

The following are some of the highlights of our fiscal 2022 executive compensation programs:

CEO Transition

In connection with his appointment as CEO of the Company, Mr. Hochman and the Company entered into an Employment Agreement (the “Hochman Employment Agreement”), which sets forth the terms of Mr. Hochman’s’ employment with the Company. The Hochman Employment Agreement is not for a fixed term. The Hochman Employment Agreement provides for (i) an initial annual base salary of $900,000, (ii) a target annual bonus equal to 110% of base salary, (iii) a $400,000 sign-on bonus, of which $250,000 was paid in fiscal 2022 and is subject to repayment in the event Mr. Hochman voluntarily resigns or is terminated for cause within his first 12 months of employment, and $150,000 is payable on the one-year anniversary of Mr. Hochman’s start date, (iv) a grant of $1,500,000 in restricted stock units, intended to compensate Mr. Hochman for certain foregone compensation from his prior employer, which will vest in full on the third anniversary of the date of grant (the “Make Whole Equity Award”); and (v) reimbursement of up to $20,000 in legal fees incurred in connection with negotiation of the Hochman Employment Agreement.

In connection with his departure, the Company and Mr. Roberts entered into a Transition Services and Separation Agreement on June 1, 2022, which sets forth the terms of Mr. Roberts’ separation (the “Roberts Transition Agreement”). The Roberts Transition Agreement provides for: (i) a $60,000 monthly salary from June 6, 2022 through December 5, 2022 to compensate Mr. Roberts for his services as a Senior Advisor to the Company, (ii) a $1,850,000 restricted stock unit award to be granted near the end of August 2022, which award will vest subject to his compliance with the terms and conditions set forth therein, including a two-year non-competition covenant from the date of grant, and (iii) up to 18 months of subsidized premiums for continued group health coverage following his termination of employment. The Roberts Transition Agreement also provides for a six-month consulting period following Mr. Roberts’ termination of employment in December 2022, for which he will receive a consulting fee of $60,000 per month and will be available to provide transition services to the Company and Mr. Hochman. The compensation set forth above is in lieu of any other fiscal 2023 equity award or compensation to Mr. Roberts.

To retain certain of the Company’s NEOs during the Company’s CEO transition, the Committee recommended and the Board approved cash retention bonuses as set forth below for the following recipients. For Mr. Provost, the Committee and the Board took into consideration the exceptional leadership Mr. Provost provided in performance of the Maggiano’s brand in fiscal 2022. To earn the cash retention bonus, a recipient must remain satisfactorily employed by the Company through the end of the Company’s fiscal 2023 year. Earned bonuses will be paid in July 2023.

Summary of Fiscal 2023 Compensation Plan Changes

Since the end of fiscal 2022, the Committee has approved the following changes regarding fiscal 2023 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, and neither 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, compensation best practices and new developments and requirements for regulatory reporting and disclosure. 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 2022 as our benchmarking proxy peer group:

Benchmarking Proxy Peer Group

Meridian’s benchmark information was used to establish targeted total compensation (base salary + target short-term cash incentives + target long-term equity incentives) for Executive Officers. 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 2022 targeted total compensation.

Fiscal 2022 Targeted Fixed Versus Variable Compensation Mix

Say-on-Pay Feedback and Shareholder Outreach

At the 2021 annual meeting of shareholders, we submitted our executive compensation programs for an advisory vote to you, our shareholders, and received the support of 94.6% of the total votes cast on the proposal. During the weeks immediately prior to our 2021 annual meeting, following disclosure of changes to the fiscal 2022 compensation plans in the proxy for fiscal 2021 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 two shareholders, representing more than 22% of the Company shares, chose to engage with Company representatives, which included the Chair of the Committee. The shareholders 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 economic and other circumstances changed, the Committee did independently make the changes to the fiscal 2023 compensation program discussed in the Summary of Fiscal 2023 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 2022 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 CEOs. The graphs below show the target pay mix for the CEO position 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 CEO graph below represents the direct compensation opportunity for Mr. Roberts only because he was the CEO for more than 11 months of the fiscal year. Mr. Hochman is not included in the charts below because he did not receive the customary equity grants during the fiscal year, and instead received salary, a pro-rated non-equity incentive, a one-time sign-on bonus, and a one-time RSU grant as detailed in the CEO Transition section of this CD&A and in the Summary Compensation Table. Mr. Hochman’s fiscal 2023 target pay mix will consist of 16% base salary, 17% annual incentive, and 67% long term incentives.

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. The Committee, which also may consult with the Audit Committee, provides strong oversight to the evaluation of extraordinary events.

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. For many years, the Company’s performance share plans, including the Company’s fiscal 2020 performance share plan, have also required 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.

Performance Results under Prior Long-Term Compensation Plans

Fiscal 2020 Performance Share Plan

Performance shares granted in fiscal 2020 for all NEOs were earned at the end of fiscal 2022 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 2022, the provisions of the fiscal 2020 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 2020 performance share plan or make discretionary payments because of the pandemic. Rather, similar to the approach it

had taken with regard to the 2019 Performance Share Plan, 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 Company entered fiscal 2022 with significant sales growth trajectory, having finished the fourth quarter of fiscal 2021 with 8.5% growth in Chili’s same restaurant sales as compared to the same pre-pandemic sales period in fiscal 2019. Chili’s continued to have similar significant growth in July 2021, the first month of fiscal 2022. The Committee reviewed data showing a drop in sales in the following months when the Delta variant spread rapidly across the United States. By December, sales at Chili’s had fully returned to the significant growth levels experienced before the Delta variant. Sales dropped again in January 2022 as the Omicron variant spread quickly throughout the United States, and then sales quickly returned to growth levels in February 2022. Third party data reviewed by the Committee showed that sales for the entire industry were significantly and negatively impacted during the specific months where cases of the Delta and Omicron variant were at high levels. The Committee reviewed comparisons of the Company’s performance to peers, the Company’s sales gap to the industry as reported by third party sources, financial models showing the impact to profits resulting from the lost sales opportunity and many other data points to determine and neutralize the impact of the pandemic on the Company. 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. The Committee neutralized the impact of the pandemic by calculating an amount of lost sales and profits lost only during the specific months with material impact solely attributed to the Delta and Omicron variant.

Also similarly to the approach taken with regard to the 2019 Performance Share Plan, 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, and calculated Adjusted EPS using the Company’s pre-pandemic capital structure and plans for outstanding shares from the time of adoption of the fiscal 2020 performance share plan. The stock offering was not expected when the 2020 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. This approach is consistent with the treatment of the performance share plan completed in fiscal 2021 and was disclosed in last year’s proxy.

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 $4.72, which was on the lower end of the range of the financial modeling. This Adjusted EPS equated to a CAGR of 6% and resulted in a payout of 60% of target shares under the performance share plan.

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) in the manner described.

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.

One half of the Performance-Based Options were designed to vest at the end of fiscal 2022 if the Company achieved 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. Management achieved significant growth in parts of the Company’s business, but headwinds caused by inflation, among other things, caused the Company to fall short of the 2022 Performance Condition. As a result, the remaining portion of the Performance-Based Options did not vest at the end of fiscal 2022. The Performance-Based Option plan is now concluded.

Fiscal 2022 Executive Compensation and Benefit Components

For the fiscal year ended June 29, 2022, 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. Following no increases in fiscal 2021, the Committee granted 2.5% base salary increases to all NEOs with the exception of a 20% increase for the CFO and a 10% increase for the Former CEO to reward their high performance and to help align

each of their respective salaries with the median salaries for their respective positions among our benchmarking peer group. The base salary increases went into effect prior to the date that Mr. Hochman joined the Company.

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”). As we began fiscal 2022, uncertainty remained about additional waves of the pandemic and how quickly guest demand for casual dining would recover. The Committee determined that financial targets should be set on a semi-annual basis, which provided the opportunity to set targets grounded in more current consumer data and dining trends as well as an operating environment still impacted by the pandemic.

Financial Measure (2/3 Weighting)

Two-thirds of the Bonus Plan payout opportunity was based on achievement of Adjusted PBT compared to a target Adjusted PBT set by the Committee. Adjusted PBT is defined as the Company’s income before taxes adjusted to exclude items under the “Other Gains and Charges” caption of the Company’s financial statements. The Committee set challenging targets that correlated to significant growth in the Company’s profitability, with a potential payout of 100% for the financial measure portion of the Bonus Plan for achieving the target Adjusted PBT, a 50% payout for achieving a minimum Adjusted PBT and a maximum payout of 200% for achieving or exceeding a maximum Adjusted PBT amount. The payout multiplier between the minimum, target and maximum is measured on the payout slope approved by the Committee and the Board between such values. The semi-annual Adjusted PBT targets, minimums, maximums 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. Even though the Company significantly grew sales, the net of inflationary pressures against price increases were so great that the Company did not achieve the payout range for the financial measure under the Bonus Plan in the first half or second half.

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 revenue KPI accounted for one-sixth of the Bonus Plan payout opportunity. The Company’s strategy includes growing profits by growing revenue. The Committee set challenging revenue targets for Brinker and Maggiano’s that correlated to significant growth in revenue, with a potential payout of 100% for this KPI portion of the Bonus Plan for achieving the target revenue, a 0% payout for revenue at or below a minimum level and a maximum payout of 200% for achieving or exceeding a maximum revenue amount. The semi-annual revenue targets, minimums, maximums and actual achievements are set forth in the charts below, together with the resulting payout multiplier for the revenue KPI measure components of the Bonus Plan based on the payout scales set by the Committee. The Bonus Plan included a requirement that the Company’s Adjusted PBT was equal to or greater than a threshold percentage of the target Adjusted PBT in order for any payout to occur based on achievement of KPIs. The payout for the revenue KPI in the first half was 0% because this threshold percentage of Adjusted PBT was not achieved, but a payout based on revenue KPIs was achieved in the second half.

Guest Satisfaction KPI Measure (1/6 Weighting)

The Committee used two Chili’s guest satisfaction scores for all NEOs except Mr. Provost, and two Maggiano’s guest satisfaction scores for Mr. Provost. The guest satisfaction scores collectively accounted for one-sixth of the Bonus Plan payout opportunity. The Committee has used guest satisfaction scores because the Company’s strategy for increasing guest traffic 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 and Maggiano’s guests. For each of the Dine-In Guest Score and To-Go Guest Score, a lower score indicates higher guest satisfaction. The potential payout under this portion of the Bonus Plan was 100% for achieving the target KPI level, a 0% payout for achievement at or below a minimum level, and a maximum payout of 200% for achieving or exceeding a maximum KPI level. The Committee focused on the Chili’s guest experience for all NEOs except Mr. Provost. The guest satisfaction targets, minimums, maximum levels and actual achievements are set forth in the charts 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 Mr. Roberts, Mr. Taylor, Mr. Badgley, and Mr. Lousignont was 19.39%. The payout for Mr. Hochman was 38.75% (prorated in the case of Mr. Hochman for his period of service during the fiscal year), because his award was based on his period of service in the second half of the fiscal year and did not include the results from the first half of the fiscal year. The payout for Mr. Provost was 15.43%. Based upon the achievements described above, the final calculated payouts under the Bonus Plan for fiscal 2022 were as follows:

The following table details the actual short-term incentive payout for fiscal 2022 versus the annual targets set for the NEOs.

Fiscal 2022 Short-Term Incentive Payout versus Target

Long-Term Incentives

The Committee granted each of the NEOs, except Mr. Hochman, a mix of RSUs and performance shares in fiscal 2022. 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. For fiscal 2022, the Committee granted 60% of each NEO’s target equity value in the form of performance shares, with the remaining 40% granted as RSUs, except for Mr. Hochman because he joined the Company with less than a month remaining in the fiscal year. Mr. Hochman’s compensation arrangement for fiscal 2022 is described in the CEO Transition section of this CD&A.

All annual equity-based awards are generally granted during the first quarter of the fiscal year. The number of units or performance shares granted each year fluctuates based on our stock price.

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 2022 for all NEOs, except Mr. Hochman who received no performance shares, 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 at the end of fiscal 2024. The Committee set the target Adjusted EBITDA at a level that would require significant growth in profitability and be challenging for management to achieve. 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. The applicable payout percentage is based on the applicable Company EBITDA for the last year of the measurement period compared to the applicable target Adjusted EBITDA for the last year of the measurement period. The payout percentage for achieving the target Adjusted EBITDA is 100%, with the Board also designating a minimum and maximum level of achievement of the target Adjusted EBITDA. If Adjusted EBITDA for the last year of the measurement period is less than the minimum, the payout percentage will be 0%. The payout percentage for achieving or exceeding the maximum Adjusted EBITDA will be 200%. The payout percentage between the minimum, target and maximum Adjusted EBITDA values will be measured on the payout slope approved by the Committee and the Board between such values. The minimum, target and maximum values are set forth 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 NEOs 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.

Benefits and Perquisites

Health and Welfare Benefits

All of our salaried employees are eligible for health and welfare benefits, including the NEOs. Our salaried employees, including the NEOs, also receive term life, short-term disability and long-term disability insurance. The level of Company-provided coverage for NEOs is provided at a higher level than is provided for other employees for some Company-provided benefits. We have provided detailed information in the chart below for the NEOs.

Company-Paid Benefits for the Named Executive Officers

Limited Perquisites

We provide our 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 provide our NEOs (with the exception of the CEO and Former CEO) with the following perquisites:

The CEO and Former CEO received only a dining card and eligibility for an annual executive physical. However, in fiscal 2022, Mr. Hochman also received reimbursement for certain legal fees in negotiating his employment agreement in connection with accepting his new position with the Company.

We do not own or lease any aircraft for the benefit of management. Providing perquisites separately and not rolling them into base salary ensures those dollars are not included in our calculations for benefits such as life insurance, or other programs that use base salary in their calculation such as the Bonus Plan and our 401(k) Plan.

Savings Plans

Our 401(k) Plan and Deferred Income Plan (“Deferred Plan”) are designed to provide the Company’s team members with competitive tax-deferred long-term retirement savings vehicles. The 401(k) Plan is intended to be a tax-qualified retirement plan and the Deferred Plan is a non-qualified deferred compensation plan.

401(k) Plan

All of our team members who have attained the age of 21 and completed 90 days of service with the Company are eligible to participate in the 401(k) Plan. Matching contributions from the Company are 100% of each participant’s contribution up to the first 3% of the participant’s base salary and bonus contributed to the plan and matching contributions are 50% of each participant’s contribution up to the next 2% of the participant’s base salary and bonus (up to the IRS limits), with all Company contributions vesting immediately.

Deferred Plan

The Deferred Plan is a non-qualified deferred compensation plan for all of our officers, including the NEOs; however, none of our NEOs currently participate in the Deferred Plan.

Other Executive Compensation Program Elements

Retiree Medical Benefits

Select officers, including the NEOs, are eligible to receive retiree medical insurance from us 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 certain NEOs still have outstanding unvested RSUs under this program.

Stock Ownership Guidelines

We have stock ownership guidelines for our senior vice presidents and above, including the NEOs. Stock ownership aligns the interests of these officers with shareholders and promotes good corporate citizenship. Guidelines are reviewed annually by the Board of Directors, including a comparison of market prevalence and guideline designs.

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 2022 compensation plan documents contain language stating that if the Board or the Committee determines any fraud, negligence or intentional misconduct by an officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, or that egregious conduct of the officer is substantially detrimental to the Company, then the Board or Committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. Further, under Section 304 of Sarbanes-Oxley, if the Company is required to restate its financials due to material noncompliance with any financial reporting requirements as a result of misconduct, the CEO and CFO must reimburse the Company for (1) any bonus or other incentive-based or equity-based compensation received during the 36 months following the first public issuance of the non-complying document and (2) any profits realized from the sale of securities of the Company during those 36 months.

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.