DEF 14A of Bloomin' Brands, Inc., Mar 5, 2024

DEF 14A of Bloomin' Brands, Inc.

Filed Mar 5, 2024 · FY20230001546417-24-000066

Open on EDGAR

  1. To Be Held April 23, 2024

    | Outstanding Equity Awards at 2023 Year-End | 49 | | Option Exercises and Stock Vested for Fiscal 2023 | 50 | | Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans | 51 | | Potential Payments Upon Termination or Change in Control | 51 | | Pay vs. Performance | 56 | | CEO Pay Ratio | 59 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 60 | | AUDIT COMMITTEE REPORT | 60 | | STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS | 61 | | PROXY SOLICITATION AND COSTS | 61 | | STOCKHOLDERS SHARING THE SAME ADDRESS | 61 | | FORM 10-K | 62 | | OTHER MATTERS | 63 | | APPENDIX A - INCENTIVE COMPENSATION METRICS NON-GAAP RECONCILIATIONS | 64 | | APPENDIX B - NON-GAAP RECONCILIATIONS | 65 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  3. Nominees for Election at this Annual Meeting

    Nominees for Election at this Annual Meeting Our Board of Directors currently has 11 directors. As of the 2024 annual meeting, the size of the Board will be reduced to ten directors. David R. Fitzjohn’s term ends as of the annual meeting, and he is not standing for re-election. This decision was not as a result of any disagreement with the Board or with the Company’s management. At this annual meeting, stockholders will consider the election of ten directors for one-year terms ending in 2025. All were nominated at the recommendation of our Nominating and Corporate Governance Committee and all have previously served on the Board. Commencing with this annual meeting, each director will stand for election every year. Proxies may not be voted for a greater number of persons than the number of nominees named. The proxy holders intend to vote all proxies received by them for the nominees unless otherwise instructed. In the event any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for a nominee, if any, who may be designated by the Board to fill the vacancy. As of the date of this proxy statement, the Board is not aware that any nominee is unable or will decline to serve as a director. The following provides information regarding the business experience and qualifications of each of the nominees:

  4. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Executive Leadership: As the CEO of Bloomin’ Brands since 2019, responsible for developing and executing the Company’s long-term objectives, growth strategies and initiatives for its portfolio of casual and fine-dining brands. Previously served as CFO and Chief Administrative Officer at Bloomin’ Brands, President of Asia and CFO at Best Buy International, and CFO and COO at Yum! Brands, building deep public company executive experience in these roles. •Casual Dining: Extensive industry experience with nearly four decades of service at iconic restaurant companies, including Bloomin’ Brands, Yum! Brands and Burger King Corporation. •Finance: Significant financial expertise across business analytics and global strategy, as well as all areas of financial planning and reporting, including accounting services, corporate tax, treasury and investor relations through CFO and finance roles at Bloomin’ Brands, Best Buy International, Yum! Brands and Burger King Corporation. •Logistics and Supply Chain: Gained skills in overseeing and optimizing global supply chains through role as Chief Administrative Officer at Bloomin’ Brands and COO at Yum! Brands. •International: Strong international experience earned as President of Asia for Best Buy International, in addition to leadership roles overseeing Bloomin’ Brands’ international expansion. Career Highlights: •Bloomin’ Brands (since 2012) •CEO (since 2019) •CFO and Chief Administrative Officer (2012-2019) •President of Asia and Chief Financial Officer (International Division), Best Buy (2009 – 2012) •Yum! Brands (1997 – 2006) •COO (2004 – 2006) •CFO (1999 – 2005) •CFO (International Division) (1997 – 1999) •Various roles, including CFO of Pizza Hut, PepsiCo, Inc. (1991 – 1997) •Various financial roles, Burger King Corporation (1983 – 1991) Other Public Company Boards: •Krispy Kreme (since 2016) •Brinker International (2011 – 2012) Education: •BA, Economics and Political Science, Macalester College •MBA, University of Michigan | | David J. Deno Chief Executive Officer, Bloomin’ Brands Director since: 2019 Age: 66 | |

  5. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Casual Dining: Brings over 30 years of leadership experience in restaurant industry, including direct operational oversight of Olive Garden and LongHorn Steakhouse. Deeply familiar with unique aspects of casual dining consumer landscape and value creation opportunities with proven record of driving growth and profitability. •Executive Leadership: As COO of Darden Restaurants, helped identify and drive significant operational and organizational turnaround initiatives at company during his tenure. Career Highlights: •Darden Restaurants (2007 – 2020) •EVP, COO (2018 – 2020) •EVP, Darden (2016 – 2018) •President, Olive Garden (2013 – 2018) •Rare Hospitality International Inc. (1998 – 2013) (acquired by Darden Restaurants in 2007) •President, LongHorn Steakhouse (2003 – 2013) •SVP of Operations, LongHorn Steakhouse (2001 – 2003) •VP of Operations, The Capital Grille (2000 – 2001) •Regional VP of Operations North, LongHorn Steakhouse (1998 – 2000) Education: •BS, Hotel and Restaurant Management, Michigan State University | | David George Retired Chief Operating Officer, Darden Restaurants Independent Director since: 2024 Committees: •Operating (Chair) •Compensation Age: 68 | |

  6. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Executive Leadership: Held top leadership roles at some of the largest companies in the world, including Walmart Inc., Dollar General Corporation, Safeway, Inc. and PepsiCo, Inc. As Senior Advisor to New Mountain Capital, LLC, a manager of private equity funds based in New York, has also served on the boards of several portfolio companies. •Consumer and Retail: Spent 40 years leading consumer product companies and retailers, including Walmart Inc. and Dollar General Corporation, where his efforts led to significant new store openings and improved same-store results, as well as Safeway, Inc. and PepsiCo, Inc. •Finance: Through his role at New Mountain Capital, LLC, has gained significant experience overseeing financial profiles of various portfolio companies. As President and CEO of the Global Procurement division at Walmart Inc, directed efforts of purchasing offices in 28 countries. In various roles at PepsiCo, Inc., including VP of Sales for Pepsi Cola, General Manager of Pepsi Cola Bottling and COO of Worldwide Operations for PepsiCo Foods, had key role in financial strategy and planning decisions. •Logistics and Supply Chain: Gained deep knowledge regarding food manufacturing, distribution and supply chain operations throughout career. Implemented programs to improve the company’s factory sourcing while President and CEO of the Global Procurement division at Walmart Inc. As Senior Vice President of Supply Chain Operations at Safeway, Inc., led the manufacturing, distribution and private-label operations for the $30bn grocer. •Business Development and Marketing: As General Manager of Pepsi Cola Bottling, oversaw strategy and activities for Marketing and Development teams. •Human Resources/Talent Management: As Chief People Officer at Walmart Inc., was responsible for all human resources planning for the Company’s 1.5 million associates worldwide, including recruitment, training and executive development, succession planning, implementation of human resource technology and all diversity initiatives. Career Highlights: •Senior Advisor and Board member for several of the firm’s private portfolio companies, New Mountain Capital, LLC, a manager of private equity funds (since 2008) •Walmart Inc. (2004 – 2008) •President and CEO of Global Procurement Division (2006 – 2008) •EVP and Chief People Officer (2004 – 2006) •President and COO, Dollar General Corporation (2003 – 2004) •Senior Vice President, Supply Chain Operations, Safeway, Inc. (1997 – 2003) •Various executive roles, PepsiCo, Inc. (1981 – 1998) •Consultant, McKinsey & Company (1979 – 1981) Other Public Company Boards: •John Bean Technologies Corporation (since 2020) •Assurant, Inc. (since 2009) •Snyder's-Lance, Inc. (2015 – 2018) Education: •BA, Economics, Harvard University •MBA, Harvard Business School | | Lawrence V. Jackson Senior Advisor, New Mountain Capital Independent Director since: 2020 Committees: •Nominating and Corporate Governance (Chair) •Audit Age: 70 | |

  7. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Deep expertise gained while at Ernst & Young LLP. Advised companies on the finance, accounting and reporting impacts of their business transformations, including mergers and acquisitions, dispositions and IT systems, and regularly collaborated with their merchandising and operations personnel in addressing the financial implications of their operational initiatives. •Accounting and Auditing: Significant experience acquired as the lead audit partner for consumer businesses, resulting in expertise in accounting and auditing standards. •Risk Management: Proven expert in risk management and compliance standards while advising multiple public companies at Ernst & Young LLP. •Executive Leadership: Held various market-facing leadership roles in Ernst & Young LLP’s Consumer sector during last 20 years of tenure and served as Managing Partner of the Columbus office for five years, overseeing client engagement and quality reviews in addition to personnel and staffing management, training and thought leadership. •Consumer and Retail: Spent nearly 40 years in various audit and assurance positions, focusing on all sectors of consumer products and retail. •ESG: Advised companies on environmental, social and corporate governance (“ESG”) assessments, reporting and governance frameworks. Career Highlights: •Ernst & Young LLP (1984 – 2021) •Senior Partner, Financial Accounting Advisory Services (2015 – 2021) •Various audit and assurance positions (1984 – 2015) Education: •BA, Accounting and Business Management, University of St. Thomas •Certified Public Accountant | | Julie Kunkel Former Senior Partner, Financial Accounting Advisory Services, Ernst & Young LLP Independent Director since: 2022 Committees: •Audit Age: 61 | |

  8. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Cybersecurity: As EVP and Chief Information Officer at Saia, Inc., a public logistics company, leads data privacy and NIST-based cybersecurity programs through training, process changes and technology. •Information Technology and Digital: Deep technology acumen and proven track record transforming IT systems and cultures and ensuring IT solutions and data-driven decisions become competitive tools to enable and advance an organization’s strategic objectives. Significant experience in designing and implementing solutions focused on the customer experience, productivity and asset utilization. •Logistics and Supply Chain: In current role at a public logistics company, leads IT teams to develop and deliver enterprise-wide solutions. Co-developed modern machine learning-based decision support and real-time traffic routing applications to replace legacy supply chain planning and city delivery solutions. While at The Coca-Cola Company, held advisory and governance roles with franchise bottler boards and helped implement end-to-end ERP solutions, including order-to-cash, forecasting, manufacturing, warehousing and route planning. Prior to that, led ERP value realization engagements at mid-market and global companies across multiple industries as CEO and Founder of AceTrack, Inc., a boutique consultancy. •Executive Leadership: Proven leader at a publicly-traded company, having enacted transformative change and delivered impressive financial results, operating margin improvements and debt reduction. •Business Development and Marketing: Extensive business development experience having founded and led AceTrack, Inc., including overseeing a multi-million dollar RFP to select a managed service provider for The Coca-Cola Company. In addition, six years of software sales and business development experience as a sales manager and sales executive at QAD. •Consumer and Retail: Through a nine-year tenure at The Coca-Cola Company, gained expertise in consumer product sales and manufacturing. Oversaw the rollout of solutions for Trade Promotion Management, mobile sales force and Direct Store Delivery to convenience stores. •Innovation and Culture: At Saia, Inc., transformed IT culture and technology to enable business growth through digital innovation. At The Coca-Cola Company, introduced customer-centric innovative solutions for better product ordering and sales force automation. Career Highlights: •Executive Vice President and Chief Information Officer, Saia, Inc. (since 2017) •The Coca-Cola Company / CONA (Coke One North America) (2008 – 2017) •Director, Enterprise Architecture, CONA Services (2016 – 2017) •Director of Technology Strategy, CONA (2013 – 2016) •Director of Application Development and Infrastructure (2008 – 2013) •CEO and Founder, AceTrack, Inc. (2000 – 2008) •Sales Manager, Sales Executive, Consultant and Application Developer, QAD (1989 – 1998) Education: •BS, Chemical Engineering, Indian Institute of Technology | | Rohit Lal Executive Vice President and Chief Information Officer, Saia, Inc. Independent Director since: 2023 Committees: •Audit Age: 63 | |

  9. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Executive Leadership: Proven strategic and operational leadership capabilities having held multiple broad-based roles at Google, including current role leading the Americas for YouTube, Visible World (now owned by Comcast), where she was President and developed the Company into a leading technology platform for addressable video advertising, and McKinsey & Company, where she helped lead the Global Media & Entertainment and Sales & Marketing practices. •Business Development and Marketing: Has more than 25 years of digital media sales and marketing experience, including tenure as Managing Director of Ads Marketing at Google, during which time she led Google’s communications and market development for clients and partners across products worldwide. Additionally, she was an advisor to CROs and CMOs throughout her tenure at McKinsey & Company and helped develop key thought leadership for the firm. •Consumer and Retail: Deep understanding of evolving consumer interests and behavior based on 13 years at Google and YouTube, including leadership of initiatives driving retail media and e-commerce solutions. Regular advisor to CMOs and CEOs on best practices to drive consumer results across the purchase funnel. •Information Technology and Digital: Significant digital transformation expertise from her roles at Visible World and Google, ranging from sales and marketing to operations and culture. •Innovation and Culture: Writes and speaks frequently as a C-suite advisor on how to step-change innovation and culture to succeed in a rapidly evolving landscape. •Human Resources and Talent Management: Led numerous talent management initiatives at McKinsey & Company, Visible World and Google to improve recruiting, performance management, employee engagement, and diversity and inclusion. Career Highlights: •Google (since 2011) •Vice President, Americas, YouTube (since 2021) •Vice President, Agency and Brand Solutions (2017 – 2021) •Vice President, Agency Solutions (2014 – 2017) •Managing Director, Ads Marketing (2011 – 2014) •President, Visible World (2005 – 2011) •Associate Partner, McKinsey & Company (1999 – 2005) Other Public Company Boards: •Braze, Inc. (since 2019) Education: •BA, Economics, Harvard University •MBA, Harvard Business School | | Tara Walpert Levy Vice President, Americas, YouTube Independent Director since: 2013 Committees: •Compensation (Chair) Age: 50 | |

  10. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Accomplished financial executive with large-cap public company experience. Gained substantial expertise in corporate finance, financial reporting and financial management from executive roles at Staples, Inc., experience as a Director for various public companies, and career as a certified public accountant and Partner at Ernst & Young LLP. •Accounting and Auditing: Significant knowledge of auditing, accounting, governance and executive compensation through his 20-year career at Ernst & Young LLP and 15-year tenure as CFO of Staples, Inc. •Risk Management: Gained expertise in risk management advising companies on appropriate controls during tenure at Ernst & Young LLP in addition to overseeing IT protocols and initiatives through role as Chief Administrative Officer at Staples, Inc. •Executive Leadership: Over 45 years in leadership and management roles of increasing responsibility. •Consumer and Retail: 35+ years of extensive experience during service in various roles at Staples, Inc., a multinational office supply retailer, as well as service on several retail public company boards including Chico’s FAS, Burlington Stores, Inc., and The Michael’s Companies, Inc. •International: Through role as Chief Administrative Officer at Staples, Inc., helped oversee the Company’s international operations. •Human Resources and Talent Management: Experience overseeing the human resources initiatives of public companies as Chair of Chico’s Human Resources, Compensation and Benefits Committee and previously as Chair of Burlington’s Compensation Committee. Career Highlights: •Staples, Inc. (1996 – 2012) •Vice Chairman (2006 – 2012) •CFO (1996 – 2012) •Chief Administrative Officer (1997 – 2006) •Executive Vice President (1996 – 2006) •Partner, Ernst & Young LLP, holding roles in its National Office Accounting and Auditing groups (1975 – 1996) Other Public Company Boards: •Chico's FAS (since 2007) •Burlington Stores, Inc. (since 2013, appointed Chair in 2020) •The Michael’s Companies, Inc. (2013 - 2021) •Zipcar, Inc. (2010 – 2012) Education: •BA, English, College of the Holy Cross •MBA, Northeastern University •Certified Public Accountant | | John J. Mahoney Former Chief Financial Officer and Retired Vice Chairman, Staples, Inc. Independent Director since: 2012 Committees: •Audit (Chair) •Operating Age: 72 | |

  11. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Extensive expertise in financial planning and analysis, including current position as CFO of Urban Outfitters, Inc. where she oversees finance, accounting, tax, business development and strategy and loss prevention. •Accounting and Auditing: Significant knowledge of financial reporting, accounting and auditing through nearly two decades of experience in financial roles at publicly traded companies. •Executive Leadership: Served in key leadership roles in finance organizations at large public companies, including General Motors, Campbell Soup Company and currently Urban Outfitters, Inc. •Business Development and Marketing: Serving in various roles at Urban Outfitters, Inc. concentrating on financial planning and business analysis, long-range planning and business development for the Company's global consumer brands including Urban Outfitters, Anthropologie, Free People, BHLDN, Terrain, Menus & Venues and Nuuly. •Consumer and Retail: Over 27 years in roles of increasing responsibility at major retail and consumer products organizations driving top line growth and financial returns, including several in the food and beverage sector. Career Highlights: •Urban Outfitters, Inc. (since 2013) •CFO (since 2020) •Executive Director, Corporate Development & Finance (2013 – 2020) •Various financial roles including Assistant Treasurer, Campbell Soup Company (2004 – 2013) •North America Finance Director, Godiva Chocolatier (2000 – 2004) •Manager, Finance, General Motors (1996 – 2000) Education: •BS, Accounting and Decision Sciences, The Wharton School of the University of Pennsylvania •MBA, Finance, The Wharton School of the University of Pennsylvania | | Melanie Marein-Efron Chief Financial Officer, Urban Outfitters, Inc. Independent Director since: 2022 Committees: •Compensation Age: 54 | |

  12. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Executive Leadership: Leadership roles over the majority of career have had significant focus on all aspects of operations, including sales, merchandising, marketing, supply chain management, services and new business initiatives. •Business Development and Marketing: Expertise in digital marketing over 35+ year career including various roles at Best Buy Co. leading merchandising and marketing efforts. At Best Buy Co., gained additional significant business development experience through the launch of partnerships with leading consumer brands to create the within-store Magnolia and Pacific Kitchen & Home concepts and leading the evolution of Best Buy’s private-label, fitness devices and connected home products. •Logistics and Supply Chain: Significant experience through close involvement in vendor engagement throughout tenure at Best Buy Co., assisting with negotiating master agreements and pricing for billions of dollars of goods purchased from vendors each year. As Chief Operating Officer, directly oversaw the logistics and distribution teams, including the massive upgrade in automated technology in the distribution centers. •Real Estate: Experience directly managing large real estate portfolios, including leading Best Buy Co.’s real estate committee and directly overseeing its real estate, capital and maintenance planning for new stores, renovations, relocations and vacated locations involving ~200 real estate transactions per year. •Consumer and Retail: An extensive career at large retail companies including Best Buy Co. and Good Guys, an audio-video specialty retailer that operated 79 stores in the western United States. •Human Resources and Talent Management: As Chief Operating Officer of Best Buy Co., led complete overhaul in operating model of the Company’s 5,000+ corporate roles to support talent and development plans and had deep involvement in all decisions related to compensation, job grades and benefits for Company’s ~100,000 global employees. •Information Technology and Digital: Proven ability to advance consumer-facing digital strategy having directly overseen Best Buy Co.’s ecommerce platform as Chief Operating Officer, including all aspects of development, product release and specific online customer demand generation. Career Highlights: •Best Buy Co. (2004 – 2021) •President and Chief Operating Officer (2019 – 2021) •Chief Operating Officer, U.S. Business (2018 – 2019) •Senior Executive Vice President and Chief Merchandising and Marketing Officer (2014 – 2018) •Senior Vice President and President of the Home Business Group (2013 – 2014) •Senior Vice President of Merchandising (2008 – 2013) •Vice President and General Merchandise Manager (2004 – 2007) •Good Guys (1997 – 2004) •Vice President and General Merchandise Manager (2002 – 2004) •Senior Category Management (1997 – 2002) •Various positions, Future Shop (1988 - 1997) Other Public Company Boards: •Vizio Holding Corp. (since 2023) •Petco Health and Wellness Company, Inc., Lead Independent Director (since 2021) Education: •Engineering and Commerce, University of Calgary | | R. Michael Mohan Chairman of the Board Former President and Chief Operating Officer, Best Buy Co. Independent Director since: 2017 Chairman since: 2023 Committees: •Compensation •Nominating and Corporate Governance •Operating Age: 56 | |

  13. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Brings valuable financial and investment acumen as a Partner at Starboard Value. In previous roles at Casablanca Capital, Mill Road Capital and Prentice Capital Management, gained expertise evaluating and executing opportunities for long-term investments to drive growth and profitability. •Executive Leadership: As a Partner at Starboard Value, actively engages with management teams and boards of directors of publicly traded U.S. companies to identify and execute on opportunities to unlock value for the benefit of shareholders. •Casual Dining: Helped lead prior Starboard investments in Darden Restaurants and Papa John’s with a focus on driving operational improvements. •Real Estate: Gained experience advising companies in managing large or complex real estate footprints, including at Darden through REIT spin to create Four Corners Property Trust. •ESG: Brings expertise in key corporate governance matters and sustainability initiatives to inform best-in-class processes, including through prior role as member of Acacia Research Corporation’s Board of Directors and service on its Nominating, Governance & Sustainability Committee. Career Highlights: •Partner, Starboard Value LP (since 2011) •Investment Analyst, Casablanca Capital (2010 – 2011) •Investment Analyst, Mill Road Capital (2009 – 2010) •Investment Analyst, Prentice Capital Management (2006 – 2009) •Investment Banking Analyst, Rothschild Inc. (2004 – 2006) Other Public Company Boards: •Acacia Research Corporation (2019 – 2024) Education: •AB, Philosophy, Princeton University •MBA, Columbia Business School | | Jonathan Sagal Partner, Starboard Value LP Independent Director since: 2024 Committees: •Nominating and Corporate Governance •Operating Age: 42 | |

  14. Nominees for Election at this Annual Meeting

    The Board of Directors recommends that stockholders vote FOR each of the nominees to the Board.

  15. Director Compensation

    Director Compensation Our Compensation Committee periodically reviews the competitiveness of our Board of Directors Compensation Plan applicable to non-employee directors. Directors who are also our employees do not receive additional compensation for serving on the Board. Shares for equity awards pursuant to the Board of Directors Compensation Plan are issued from our stockholder-approved equity compensation plan in effect at the time of award (currently the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan) and pursuant to which we are authorized to grant shares of our common stock and share-based awards to directors. Based on the results of a competitive analysis, supported by the Compensation Committee’s independent compensation consultant Frederic W. Cook & Co. (“FW Cook”), the Compensation Committee approved a $5,000 increase to the board members’ current annual cash retainer (outlined below); approved a $5,000 increase to the additional cash retainer amount for Compensation Committee leadership and a $10,000 increase to the additional cash retainer amount for Nominating and Corporate Governance Committee leadership (outlined below); and approved a $5,000 increase to the annual grant for both the Non-Executive Chair and other Board members, with such increases effective starting with the 2023 annual board member grants. These increases were made to maintain competitiveness of our directors’ compensation levels relative to our peer group. Annual board member grants vest in full on the date of the first annual meeting of stockholders following the grant date, which aligns the grants with the Director’s one-year elected term (expiring at the next annual stockholders’ meeting). The Board of Directors Compensation Plan for fiscal year 2023, which has been in effect since August 7, 2013 and was last amended April 17, 2023, includes the following compensation components for services rendered by our non-employee directors effective April 17, 2023: •Annual cash retainer of $95,000 •Additional annual cash retainer of $60,000 for serving as non-executive Chairman •Additional annual cash retainer of $50,000 for serving as the Lead Independent Director, if applicable •Additional annual cash retainer of $30,000 for serving as chair and $15,000 for serving as a member (other than the chair) of the Audit Committee •Additional annual cash retainer of $30,000 for serving as chair and $12,500 for serving as a member (other than the chair) of the Compensation Committee •Additional annual cash retainer of $30,000 for serving as chair and $10,000 for serving as a member (other than the chair) of the Nominating and Corporate Governance Committee •Annual grant of Bloomin’ Brands restricted stock units (“RSUs”) having a fair market value, based on the closing price of the underlying common stock, of $155,000 (or $220,000 for the non-executive Chairman) on the date of our annual meeting of stockholders, which awards will vest in full on the date of the first annual meeting of stockholders following the grant date as explained above. If a non-employee director is elected at any time other than at our annual meeting of stockholders, such director will receive an initial grant of restricted stock units having a fair market value, based on the closing price of the underlying common stock on the grant date, of $155,000 on the date of the first Board of Directors meeting that such director attends, prorated for the number of months that such director will serve on the Board from and including the month of the director’s first Board meeting as a director through the month of our next annual meeting of stockholders, rounded to the nearest $100 and vesting in full at the first annual meeting of stockholders following the grant date. The Board of Directors adopted a Stock Ownership Guidelines Policy for directors, executive officers and members of our executive leadership team. Mr. Deno and all non-employee directors are required to accumulate shares of our common stock through direct purchases or retention of equity incentives (the “Stock Ownership Requirement”) equal to six times base salary for Mr. Deno, and five times the annual retainer for all non-employee directors. The Stock Ownership Requirement must be met by the later of December 17, 2019 or the fifth anniversary of the director’s or executive officer’s initial election or appointment, as applicable. Mr. Deno and all non-employee Directors have met their ownership requirement or are on track to meet their requirement before their respective deadlines. The following table summarizes the amounts earned and paid to non-employee directors during fiscal year 2023:

  16. Director Compensation

    | | FEES EARNED OR PAID IN CASH | STOCK AWARDS (1) | OTHER COMPENSATION | TOTAL | | NAME | ($) | ($) | ($) | ($) | | James R. Craigie (2) | 123,125 | 220,002 | — | 343,127 | | David R. Fitzjohn | 102,500 | 155,021 | — | 257,521 | | John P. Gainor, Jr. (3) | 117,500 | 155,021 | — | 272,521 | | Lawrence V. Jackson | 117,500 | 155,021 | — | 272,521 | | Julie Kunkel | 107,500 | 155,021 | — | 262,521 | | Rohit Lal (4) | 32,527 | 90,405 | — | 122,932 | | Tara Walpert Levy | 105,000 | 155,021 | — | 260,021 | | John J. Mahoney | 122,500 | 155,021 | — | 277,521 | | Melanie Marein-Efron | 107,500 | 155,021 | — | 262,521 | | R. Michael Mohan | 143,043 | 192,933 | — | 335,976 | | Elizabeth A. Smith (5) | 45,000 | — | — | 45,000 |

  17. Director Compensation

    __________________ (1)Represents RSUs, which vest in full on the date of the first annual meeting of stockholders following the grant date. The amounts represent the full aggregate grant date fair values computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair market value based on the closing price of the underlying common stock is $155,000 for all directors other than Mr. Craigie and $220,000 for Mr. Craigie. Mr. Mohan received a prorated grant upon becoming chair in August 2023 and Mr. Lal received a prorated grant upon joining the Board in October 2023. As of December 31, 2023, the non-employee directors listed above held the following aggregate number of unvested RSUs: Mr. Craigie, 0 shares; Mr. Fitzjohn, 8,270 shares; Mr. Gainor, 0 shares; Mr. Jackson, 8,270 shares; Ms. Kunkel, 6,508 shares; Mr. Lal 4,018 shares; Ms. Levy, 8,270 shares; Mr. Mahoney, 8,270 shares; Ms. Marein-Efron, 6,508 shares; Mr. Mohan, 9,955 shares; and Ms. Smith, 0 shares. As of December 31, 2023, Ms. Smith held 120,589 vested stock options. (2)Mr. Craigie stepped down as Chairman and retired from the Board on August 28, 2023. His retirement from the Board was not due to any disagreement with the Company. (3)Mr. Gainor resigned as a member of the Board effective November 13, 2023, due to to other personal and professional commitments and not due to any disagreement with the Company. (4)Mr. Lal joined the Board in October 2023. (5)Ms. Smith’s term as a non-independent director ended as of the 2023 annual meeting, and she did not stand for re-election. Her decision was not a result of any disagreement with the Company.

  18. Compensation Discussion and Analysis

    __________________ (1)Includes stores open for 18 months or more. For Fiscal Year 2023, comparable restaurant sales compare the 53 weeks from December 26, 2022 through December 31, 2023 to the 53 weeks from December 27, 2021 through January 1, 2023. (2)See “Compensation Program Structure - 2023 Metrics, Weightings, and Results” below. Alignment with Our Stockholders – Payouts Under Our Incentive Programs: Bloomin Brand’s has a pay-for-performance philosophy for executive compensation and performance-based compensation tied to specific financial and strategic initiatives. For 2023, the Company set rigorous goals for both revenue and profitability under the annual plan (same store sales relative to the industry and adjusted operating income performance, respectively). Despite relatively strong execution, we fell short of these targets largely due to market conditions. Over the three-year period, however, the Company delivered strong EPS performance and total shareholder return. Highlighted in the charts below are our results compared to the goals we set and the corresponding payout levels under our annual and long-term incentive plans. _______________ (1)See Appendix A for a reconciliation of the Adjusted Operating Income calculation for the 2023 STIP and a reconciliation of 2023 Adjusted EPS. (2)See “Compensation Program Structure – Performance-Based Long-Term Incentive Program – Vesting of 2021 PSU Award” below. 2023 Say-On-Pay and Company Response: At the 2023 Annual Meeting, the Company received 97.6% stockholder support for our Say-On-Pay proposal. We believe this strong support from our stockholders indicates satisfaction with our compensation programs. The Compensation Committee remains receptive to stockholder feedback as an integral part of administering compensation over time. Overview of Key Executive Compensation Actions Incentive Plan Design Changes to the Short-Term Incentive Plan (“STIP”): At the beginning of the year, the Compensation Committee (the “Committee”) selected specific levels of relative same store sales compared to industry (50%) and adjusted operating income dollars (50%) as the performance objectives for the 2023 STIP. This reflects a change from the prior design of 40% revenue and 60% adjusted operating margin. The payout opportunity provides a range of 0% to 200% of target for the NEOs. No changes were made to the long-term incentive plan. 2024 Compensation Decisions: The Compensation Committee reviews the NEO compensation arrangements annually and benchmarks executive compensation packages against the peer group market data each year to determine whether adjustments are needed to better align executive pay to our compensation philosophy. At the February 2024 meeting, the Compensation Committee did not recommend any changes to NEO Compensation for fiscal year 2024. Outback Steakhouse Organizational Change: Mr. Patterson was promoted to Executive Vice President, President of Outback Steakhouse effective November 13, 2023 and received an annual target STIP increase to 85% of base salary (changed from 70%) and an annual target LTI grant increase to $500,000 (changed from $425,000). Mr. Patterson’s annual incentive opportunity for 2023 has been prorated according to his time in role. Mr. Patterson also received an appointment grant of $250,000 in RSU’s, which will vest ratably over the next three years. Executive Compensation Program Philosophy & Principles Compensation Program Objectives: Our compensation program objectives and methods of achieving them are summarized below:

  19. Compensation Discussion and Analysis

    | OBJECTIVES | | HOW WE MEET OBJECTIVES | | Attract and retain talented executives | • | Provide a competitive total compensation package by taking into account base salary, performance incentives and benefits | | Motivate and reward executives | • | Provide a significant portion of each executive’s target total compensation in the form of equity compensation | | | • | Balance incentives between equity-based and cash-based compensation to support a high-performing culture | | Provide a competitive compensation package | • | Benchmark our compensation against competitors and peer group | | | • | Target competitive positioning to align with industry | | Ensure internal equity among executives | • | Adjust compensation based on review of job responsibilities and individual performance in addition to market data | | Align management and stockholder interests | • | Provide compensation based on short-term and long-term performance objectives | | Pay for performance | • | Provide the majority of executive pay in variable, “at-risk” incentive awards - approximately 86.5% and 69.6% of targeted compensation in 2023 for our CEO and other NEOs, respectively, to ensure that realized pay is tied to attainment of significant short-term and long-term operating goals |

  20. Compensation Discussion and Analysis

    | | WHAT WE DO | | WHAT WE DO NOT DO | | • | Design an executive compensation program to mitigate undue risk and conduct annual reviews to assess risk of our compensation programs | • | Permit executives and directors to hold our stock in a margin account, pledge our stock as collateral for loans or engage in speculative transactions involving our stock, including hedging | | • | Award annual incentive compensation subject to achievement of objective and pre-established performance goals tied to operational and strategic objectives | • | Perform stock option re-pricing without stockholder approval | | • | Benchmark executive officer compensation around the market median on all elements of target compensation against a relevant peer group | • | Provide cash buyouts for underwater stock options or stock appreciation rights without stockholder approval | | • | Include double trigger change in control vesting provisions for equity awards | • | Provide cash compensation upon death or disability | | • | Engage an independent compensation consultant that reports directly to the Compensation Committee | • | Pay dividends on any unvested stock options, stock appreciation rights, restricted stock units or unearned performance-based equity awards | | • | Use a compensation recovery (“clawback”) policy for the CEO, certain officers and other key employees that applies to cash and equity compensation | • | Provide excise tax gross-ups upon change in control | | • | Require stock ownership and retention values that align the interests of our executive officers and other key employees with the long-term interests of our stockholders | • | Provide excessive perquisites |

  21. Compensation Discussion and Analysis

    | | COMPENSATION ELEMENT | DESCRIPTION | | Primary Elements | Base salary | Fixed cash compensation designed to provide appropriate, Competitive Market (defined below)-based predictable compensation | | | | Determined and reviewed annually by the Compensation Committee with input from the compensation consultant, CEO (for other officers) and the Company’s human resources management | | | Performance-based cash incentives | Variable cash compensation based on pre-established performance goals measured against Compensation Committee-approved annual targets and individual performance | | | | Target values informed by Competitive Market data | | | Long-term equity incentive awards | Variable compensation granted in the form of PSUs (two-thirds) and RSUs (one-third) | | | | PSUs cliff vest after three years based on achievement of performance goals | | | | RSUs vest ratably over three years | | | | Target values informed by Competitive Market data | | Secondary Benefits | Other benefits and perquisites | Medical, dental and vision insurance coverage, as well as life insurance and disability protection | | | | Deferred compensation plan to allow efficient personal tax planning | | | | Executive physicals | | | | Relocation assistance for certain newly-hired executives | | | Change in control and termination benefits | Provides the CEO, NEOs and other Company executives benefits payable upon specified employment termination events as described in the Change in Control policy, employment agreement or offer of employment |

  22. Compensation Discussion and Analysis

    | NAMED EXECUTIVE OFFICER | 2023 ANNUAL PERFORMANCE-BASED CASH INCENTIVE TARGET, AS A PERCENTAGE OF BASE SALARY | CHANGE FROM 2022 AS A PERCENTAGE OF BASE SALARY | | Mr. Deno | 150% | —% | | Mr. Meyer | 120% | —% | | Mr. Scarlett | 120% | —% | | Ms. Lefferts | 85% | —% | | Mr. Patterson (1) | 85% | 15% |

  23. Compensation Discussion and Analysis

    | NAMED EXECUTIVE OFFICER | STIP PERFORMANCE PAYOUT (1) | ACHIEVEMENT AS % OF STIP TARGET | | Mr. Deno | $910,500 | 60.7% | | Mr. Meyer | 437,040 | 60.7% | | Mr. Scarlett | 491,670 | 60.7% | | Ms. Lefferts | 268,294 | 60.7% | | Mr. Patterson (2) | 218,463 | 60.7% |

  24. Compensation Discussion and Analysis

    __________________ (1)STIP payouts were modified by the following individual performance factors: Mr. Deno 100%, Mr. Meyer 100%, Mr. Scarlett 100%, Ms. Lefferts 100%, Mr. Patterson 100%. (2)Payout amount for Mr. Patterson is prorated based on changes to his bonus target during the fiscal year. Performance-Based Long-Term Incentive Program: LTI awards are designed to reward participants for achieving the Company’s long-term objectives and creating stockholder value. Additionally, LTI awards serve to retain participants and provide a continuity in leadership. Equity awards have generally been limited to our executive officers and other key employees who are in a position to contribute substantially to our growth and success. 2023 LTI Awards Based on the recommendation of the Compensation Committee, the Board of Directors approved LTI grants in February 2023 to our executive officers under the 2020 Equity Plan consisting of two-thirds of PSUs and one-third of RSUs.

  25. Compensation Discussion and Analysis

    | MEASURE | PERFORMANCE SHARE UNITS (PSUs) | RESTRICTED STOCK UNITS (RSUs) | | WEIGHTING | 2/3 | 1/3 | | PURPOSE | PSUs align our executives with stockholders by encouraging executives to have a longer-term perspective with respect to driving sustainable performance, rather than taking risks for short-term pay-off. | RSUs provide our key executives with meaningful retentive value. | | DESIGN | The 2023 PSUs provide for cliff vesting at the end of the three year performance period (2023-2025), contingent upon meeting performance objectives and continued employment. The number of units earned varies to the extent the performance targets are achieved over the period, ranging from 1% for threshold achievement to 200% for maximum achievement. The PSUs are distributed upon the Compensation Committee certifying that the performance metrics have been attained and making a recommendation of payment that is approved by the Board. | The 2023 RSUs vest one-third per year over three years. |

  26. Compensation Discussion and Analysis

    For 2023, Annual Adjusted Diluted EPS (“Adjusted EPS”) performance over fiscal years 2023 through 2025 was chosen as the core PSU performance measure in order to continue to encourage executives to successfully balance profit maximization and the efficient use of capital. Additionally, there is a relative total stockholder return (“Relative TSR”) modifier, which can adjust final payouts downward or upward 75% to 125%. In no event can the award payout be above 200%. Relative TSR of the Company will be compared against the S&P 1500 Restaurant Index comprised of casual and fast dining companies. Performance goals for the 2023 PSU award were approved by the Compensation Committee in February 2023. The 2023 PSU award may vest and pay out, if at all, in 2026 based on Adjusted EPS and Relative TSR performance over the three-year performance period. Any payout remains subject to the final certification of the Compensation Committee. Further details of these annual grants are provided below:

  27. Compensation Discussion and Analysis

    | PERFORMANCE MEASURE | PERFORMANCE MEASURES AND TARGETS | | | | | THRESHOLD (1% of shares are earned) | TARGET (100% of shares are earned) | MAXIMUM (200% of shares are earned) | | 2023-2025 Adjusted EPS Performance (1) | $2.68 | $3.00 | $3.35 |

  28. Compensation Discussion and Analysis

    | PERFORMANCE MEASURE | PERFORMANCE MEASURES AND TARGETS | | | | | MINIMUM (Bottom Third of Relative TSR Comparison Group) | TARGET (Middle Third of Relative TSR Comparison Group) | MAXIMUM (Top Third of Relative TSR Comparison Group) | | Relative TSR Performance 2023-2025 | 75% | 100% | 125% |

  29. Compensation Discussion and Analysis

    Vesting of 2021 PSU Award LTI grants made in 2021 for the 2021-2023 performance period utilized a cumulative three-year performance period. Adjusted EPS performance, as defined under the Company’s 2021 award agreements was the performance metric for the 2021 PSU award. The Adjusted EPS calculation for LTI purposes is similar to the non-GAAP Adjusted EPS that we use in our presentations with stockholders, which is adjusted to exclude the impact of certain items that are not reflective of ongoing business operations. The following table shows the percentage of PSUs earned under the 2021 PSU award and the applicable performance measures:

  30. Compensation Discussion and Analysis

    | PERFORMANCE MEASURE | PERFORMANCE MEASURES AND TARGETS | | | ACTUAL RESULTS | PERCENTAGE OF PSUs EARNED 2021-2023 (2) | | | THRESHOLD (1% of shares are earned) | TARGET (100% of shares are earned) | MAXIMUM (200% of shares are earned) | | | | 2021-2023 Adjusted EPS Performance (1) | $1.97 | $2.06 | $2.20 | $2.51 | 200% |

  31. Compensation Discussion and Analysis

    | 2023 COMPENSATION PEER GROUP COMPANIES | | | | Brinker International, Inc. | Foot Locker, Inc. | Texas Roadhouse, Inc. | | Chipotle Mexican Grill, Inc. | Hyatt Hotels Corporation | The Cheesecake Factory Incorporated | | Cracker Barrel Old Country Store, Inc. | Jack in the Box Inc. | The Wendy’s Company | | Darden Restaurants, Inc. | MGM Resorts International | Williams-Sonoma Inc. | | Dine Brands Global | Norwegian Cruise Line Holdings | Wyndham Hotels & Resorts, Inc. | | Domino’s Pizza | Royal Caribbean Cruises Ltd. | YUM! Brands, Inc. |

  32. Compensation Discussion and Analysis

    In July 2023, the Compensation Committee approved changes to the peer group to be used for 2024. The Committee believes these changes maintain a balance between company size, revenue, industry, industrial footprint and presence as a competitor for executive talent. The new peer group is comprised of the following companies:

  33. Compensation Discussion and Analysis

    | 2024 COMPENSATION PEER GROUP COMPANIES | | | | Boot Barn Holdings, Inc. | Foot Locker, Inc. | Texas Roadhouse, Inc. | | Brinker International, Inc. | Guess? Inc. | The Cheesecake Factory Incorporated | | Caleres, Inc. | Jack in the Box Inc. | The Wendy’s Company | | Cracker Barrel Old Country Store, Inc. | Kontoor Brands, Inc. | V.F. Corporation | | Darden Restaurants, Inc. | Norwegian Cruise Line Holdings, Ltd. | Williams-Sonoma, Inc. | | Dave & Buster's Entertainment, Inc. | PVH Corp. | Yum China Holdings, Inc. | | Designer Brands Inc. | Royal Caribbean Cruises Ltd. | YUM! Brands, Inc. | | Dine Brands Global Inc. | Shake Shack Inc. | | | Domino’s Pizza Inc. | Tapestry, Inc. | |

  34. Compensation Discussion and Analysis

    | •Stock Owned (either Directly or Indirectly) •Estimated after-tax value of unvested, time-based RSUs | Beginning in 2023, estimated in-the-money value of vested stock options no longer count towards stock ownership requirement. |

  35. Compensation Discussion and Analysis

    While the employee is not in compliance with his or her ownership requirement, the employee must retain 50% of the net after-tax shares received from the vesting or exercise of his or her LTI shares. Notwithstanding this restriction, employees may immediately sell Company stock acquired by exercising stock options for the limited purposes of paying the exercise price of the stock option and any applicable tax liability. Insider Trading Policy - Prohibitions on Hedging and Pledging. Under our Insider Trading Policy, our directors and executive officers are prohibited from engaging in short sales or investing in other kinds of hedging transactions or financial instruments that are designed to hedge or offset any decrease in the market value of our securities. In addition, our directors and executive officers are prohibited from holding our securities in a margin account and from pledging our securities as collateral for a loan. Our policy is not intended to prohibit diversification transactions or broad-based index transactions. Other Benefits and Perquisites. The NEOs are each entitled to receive certain perquisites and benefits under the terms of their employment agreements and offers of employment. We believe these benefits are reasonable and consistent with our overall compensation program and better enable us to attract and retain qualified employees for key positions. Such benefits include life insurance, medical insurance and annual physical examinations. The Compensation Committee periodically reviews the levels of perquisites and other benefits provided to the NEOs. We offer a deferred compensation plan for our highly compensated employees who are not eligible to participate in our 401(k) plan. The deferred compensation plan allows highly compensated employees to contribute from 5% to 90% of their base salary and from 5% to 100% of their cash bonus on a pre-tax basis to an investment account consisting of various investment fund options. The plan permits us to make a discretionary contribution to the plan on behalf of an eligible employee periodically; however, we have not made any discretionary contributions to date. In the event of the employee’s termination of employment, the employee is entitled to receive the full balance in the account in a single lump sum or in equal annual installments over a specified period of two to 15 years. If the employee becomes disabled or dies before any deferred amounts are paid out under the plan, we will pay to the employee (or the employee’s beneficiary if applicable) the full balance in the account in a single lump sum. If the employee’s employment terminates due to death or disability after he or she begins receiving payments, the remaining installment payments will be paid in installment payments as such payments come due. The amounts attributable to perquisites and other benefits provided to the NEOs are reflected in the “—Summary Compensation Table” under the heading “All Other Compensation.” Change in Control and Termination Benefits. Each employment agreement or offer of employment and our equity award plans and agreements establish, among other things, the executive’s benefits upon a termination of employment and/or a change in control. For a summary of these arrangements, see “—Potential Payments Upon Termination or Change in Control” below. In addition, the Board of Directors adopted an Executive Change in Control Plan (the “Change in Control Plan”), which entitles executive officers and other key employees to certain severance payments and benefits in the event of a qualifying termination of employment upon or within the 24 months following certain change-in-control events. The payments and benefits will be reduced by the amount of any severance or similar payments or benefits under an employment agreement or other arrangement with us and are subject to the employee’s compliance with non-competition and other restrictive covenants, and the other terms and conditions of the Change in Control Plan. These benefits are described in more detail under “—Potential Payments Upon Termination or Change in Control” below. The Compensation Committee considers these severance and change in control benefits to be an important part of the executive compensation program and consistent with Competitive Market practice. The Compensation Committee believes that providing appropriate severance benefits helps to attract and retain highly-qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with the Company, and by providing income continuity following an unexpected termination. Furthermore, these severance benefits provide the executive officers with a reasonable range of income protection in the event of a qualifying employment termination and, following a change in control, support our executive retention goals and encourage their independence and objectivity in considering potential change-in-control transactions. These arrangements also allow the Company to protect its interests through corresponding confidentiality, non-competition and other restrictive covenants in the event of an executive’s termination. Tax and Accounting Implications: In making decisions about executive compensation, the Compensation Committee took into account certain tax and accounting considerations, including Sections 162(m), 409A and 280G of the Internal Revenue Code. Additionally, we account for stock-based payments in accordance with the requirements of FASB ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). Until 2018, performance-based compensation was exempt from the $1 million tax deductibility limit for compensation paid to covered executives under Internal Revenue Code Section 162(m). Although the Compensation Committee will consider the tax impact of compensation to our covered executives and to the Company when designing our compensation programs, non-deductible compensation will be paid to covered executives when our Compensation Committee determines that providing such compensation is appropriate to attract and retain executive talent or is otherwise in the best interests of the Company. Our Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  36. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation earned by our NEOs for fiscal 2023:

  37. Summary Compensation Table

    | NAMED EXECUTIVE OFFICER | | SALARY | STOCK AWARDS | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION | ALL OTHER COMPENSATION | | | | YEAR | (1) | (2) | | (3) | (4) | TOTAL | | David J. Deno | 2023 | $1,000,000 | $4,900,025 | $— | $910,500 | $14,478 | $6,825,003 | | Chief Executive Officer | 2022 | 984,615 | 4,350,033 | — | 897,969 | 19,015 | 6,251,632 | | | 2021 | 900,000 | 4,600,046 | — | 2,011,500 | 6,732 | 7,518,278 | | Christopher Meyer | 2023 | 588,461 | 800,031 | | 437,040 | 5,510 | 1,831,042 | | Executive Vice President, Chief Financial Officer | 2022 | 525,000 | 656,285 | — | 319,200 | 5,733 | 1,506,218 | | | 2021 | 509,615 | 721,899 | — | 744,714 | 4,347 | 1,980,575 | | Gregg D. Scarlett | 2023 | 675,000 | 1,012,528 | — | 491,670 | 4,950 | 2,184,148 | | Executive Vice President, Chief Operating Officer, Casual Dining Restaurants | 2022 | 675,000 | 1,012,536 | — | 492,480 | 4,950 | 2,184,966 | | | 2021 | 675,000 | 1,113,761 | — | 1,206,900 | 4,950 | 3,000,611 | | Kelly M. Lefferts | 2023 | 516,923 | 550,026 | — | 268,294 | 7,166 | 1,342,409 | | Executive Vice President, Chief Legal Officer | 2022 | 500,000 | 500,028 | — | 284,240 | 6,955 | 1,291,223 | | | 2021 | 488,462 | 550,042 | — | 618,636 | 6,099 | 1,663,239 | | Brett A. Patterson (5) | 2023 | 500,000 | 675,043 | — | 218,463 | 6,010 | 1,399,516 | | Executive Vice President, President, Outback Steakhouse | | | | | | | |

  38. Summary Compensation Table

    _________________ (1)Salaries are paid on a bi-weekly basis. Mr. Meyer and Ms. Lefferts received a market adjustment on February 20, 2023. (2)The amounts reported for stock awards represent the aggregate grant date fair value of RSUs and PSUs. The aggregate grant date value of the RSUs was computed in accordance with ASC 718, based on the market value of the underlying shares on the date of grant. PSU awards pay-out at a range of 0% to a maximum of 200% of their targets based on the following performance measures: 1% for threshold, 100% for target and 200% for maximum. For 2023, the PSU amounts reported represent the aggregate grant date fair value of the 2023 award based on the probable attainment of the performance measures as of the grant date (assumed to be 100% for target) in accordance with ASC 718. The aggregate grant date fair value of the 2023 PSUs assuming achievement of the maximum performance level of 200% would be: Mr. Deno, $6,533,342; Mr. Meyer, $1,066,698; Mr. Scarlett, $1,350,049; Ms. Lefferts, $733,373 and Mr. Patterson, $566,681. The other PSU amounts reported include the aggregate grant date fair value of the PSUs assuming achievement at Target performance level of 100%. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Long-Term Incentive Program” for a description of the RSU and PSU terms. See also Note 6, “Stock-based and Deferred Compensation Plans,” of the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for additional information regarding these awards. (3)Non-equity incentive plan compensation represents amounts earned under the performance-based cash incentive plans, or STIPs, established for such years. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Short-Term Incentive Plan” for a description of the STIPs for 2023. (4)The table set forth below titled “All Other Compensation” provides additional information regarding these amounts. (5)Mr. Patterson’s stock awards include a one-time appointment grant of RSUs having a grant date value of $250,019. All Other Compensation - The amounts shown for “All Other Compensation” for 2023 include the following:

  39. Summary Compensation Table

    | | LIFE | | | | NAMED EXECUTIVE OFFICER | INSURANCE (1) | OTHER (2) | TOTAL | | David J. Deno | $14,478 | $— | $14,478 | | Christopher A. Meyer | 1,486 | 4,024 | 5,510 | | Gregg D. Scarlett | 4,950 | — | 4,950 | | Kelly M. Lefferts | 2,409 | 4,757 | 7,166 | | Brett A. Patterson | 2,322 | 3,688 | 6,010 |

  40. Summary Compensation Table

    __________________ (1)The amounts shown reflect the imputed income for group term life insurance provided to our executive officers. (2)The amounts shown in “Other” reflect executive physical fees and where applicable, wellness incentives paid in connection with our executive medical benefits.

  41. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table summarizes the performance-based cash incentive awards (STIPs) and long-term stock incentive (LTI) awards made during 2023:

  42. Grants of Plan-Based Awards for 2023

    | | | | | | | | | | | | GRANT | | | | | | | | | | ALL | ALL OTHER | | DATE | | | | | | | | | | OTHER | OPTION | | FAIR | | | | ESTIMATED FUTURE PAYOUTS | | | ESTIMATED FUTURE PAYOUTS | | | STOCK | AWARDS: | EXERCISE | VALUE | | | | UNDER NON-EQUITY | | | UNDER EQUITY | | | AWARDS: | NUMBER OF | PRICE | OF | | | | INCENTIVE | | | INCENTIVE | | | NUMBER | SECURITIES | OF | STOCK & | | | | PLAN AWARDS (1) | | | PLAN AWARDS (2) | | | OF | UNDERLYING | OPTION | OPTION | | | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | SHARES | OPTIONS | AWARDS | AWARDS | | NAMED EXECUTIVE OFFICER | DATE | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | (#) | ($/Sh) | ($) (3) | | David J. Deno | | | | | | | | | | | | | Annual STIP Bonus | | 15,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/22/2023 | — | — | — | 1,127 | 112,605 | 225,210 | — | — | — | 3,266,671 | | Annual RSU Grant (4) | 2/22/2023 | — | — | — | — | — | — | 64,028 | — | — | 1,633,354 | | Christopher A. Meyer | | | | | | | | | | | | | Annual STIP Bonus | | 7,200 | 720,000 | 1,440,000 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/22/2023 | — | — | — | 184 | 18,385 | 36,770 | — | — | — | 533,349 | | Annual RSU Grant (4) | 2/22/2023 | — | — | — | — | — | — | 10,454 | — | — | 266,682 | | Gregg D. Scarlett | | | | | | | | | | | | | Annual STIP Bonus | | 8,100 | 810,000 | 1,620,000 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/22/2023 | — | — | — | 233 | 23,268 | 46,536 | — | — | — | 675,005 | | Annual RSU Grant (4) | 2/22/2023 | — | — | — | — | — | — | 13,231 | — | — | 337,523 | | Kelly M. Lefferts | | | | | | | | | | | | | Annual STIP Bonus | | 4,420 | 442,000 | 884,000 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/22/2023 | — | — | — | 127 | 12,640 | 25,280 | — | — | — | 366,686 | | Annual RSU Grant (4) | 2/22/2023 | — | — | — | — | — | — | 7,187 | — | — | 183,340 | | Brett A. Patterson | | | | | | | | | | | | | Annual STIP Bonus (5) | | 3,599 | 359,906 | 719,812 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/22/2023 | — | — | — | 98 | 9,767 | 19,534 | — | — | — | 283,341 | | Annual RSU Grant (4) | 2/22/2023 | — | — | — | — | — | — | 5,554 | — | — | 141,683 | | Appointment RSU Grant (4)(6) | 12/1/2023 | — | — | — | — | — | — | 11,705 | — | — | 250,019 |

  43. Grants of Plan-Based Awards for 2023

    __________________ (1)Amounts represent potential performance-based cash incentive awards under the 2023 Corporate STIP for all NEOs. The minimum award level is 1% of target bonus, the target award level is 100% of target bonus, and the maximum award level for 2023 is 200% of target bonus. Actual payouts are derived using a non-linear scale between such points. Threshold is represented with minimum payout of stipulated plan, but zero payout is possible if threshold performance measures are not met. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Short-Term Incentive Plan” for a description of the 2023 Corporate STIP. (2)Amounts represent potential shares to be issued upon settlement of the aggregate number of PSUs granted in 2023, which vest as to 100% of the shares on the third anniversary of the grant date, contingent upon such executive’s continued employment. The number of shares earned ranges from 0% to 200% based upon the achievement of performance targets set at the beginning of the performance period as follows: 1% for threshold, 100% for target and 200% for maximum. Any portion of the award that is unvested upon termination is generally forfeited, unless the executive meets certain age and service criteria for retirement eligibility. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Long-Term Incentive Program” for a description of the PSU terms. The executive generally forfeits any portion of the award for which the threshold performance is not achieved. Threshold is represented with minimum payout of stipulated financial plan, but zero payout is possible if threshold performance measure is not met. (3)RSU and PSU awards are valued on the grant date in accordance with ASC 718. See Note 6, “Stock-based and Deferred Compensation Plans,” in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (4)RSU grants each vest as to one-third of the shares on each anniversary of the grant date, contingent upon the individual’s continued employment. (5)Mr. Patterson’s cash incentive award target is prorated due to a change in bonus target that occurred in November 2023 in concert with his appointment to Executive Vice President. (6)Reflects appointment grant with three-year ratable vesting which was awarded to Mr. Patterson in November 2023 in concert with his appointment to Executive Vice President.

  44. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table summarizes outstanding stock options, unvested RSUs and PSU awards for each NEO as of December 31, 2023:

  45. Outstanding Equity Awards at 2023 Year-End

    | | OPTION AWARDS | | | | STOCK AWARDS (1) | | | | | | | | EQUITY INCENTIVE | | | | | | | | PLAN AWARDS: | | | | | | OPTION | | UNEARNED SHARES, UNITS, | | | | | | EXERCISE | | OR RIGHTS THAT HAVE | | | | NUMBER OF | | PRICE | | NOT VESTED | | | | SECURITIES UNDERLYING | | PER | OPTION | NUMBER OF | MARKET | | | UNEXERCISED OPTIONS (#) | | SHARE | EXPIRATION | SHARES | VALUE | | NAMED EXECUTIVE OFFICER | EXERCISABLE | UNEXERCISABLE | $ | DATE | (#) (2) | $(3) | | David J. Deno | | | | | | | | February 27, 2014 (4) | 58,800 | — | 25.32 | 2/27/2024 | — | — | | February 26, 2015 (4) | 55,760 | — | 25.36 | 2/26/2025 | — | — | | February 25, 2016 (4) | 56,577 | — | 17.15 | 2/25/2026 | — | — | | February 24, 2017 (4) | 57,921 | — | 17.27 | 2/24/2027 | — | — | | February 23, 2018 (4) | 42,917 | — | 24.10 | 2/23/2028 | — | — | | February 19, 2019 (5) | 50,345 | — | 21.29 | 2/19/2029 | — | — | | April 1, 2019 (5) | 270,758 | — | 20.62 | 4/1/2029 | — | — | | February 22, 2021 (6)(7)(8) | — | — | — | — | 244,113 | 6,871,781 | | February 21, 2022 (6)(7)(9) | — | — | — | — | 153,942 | 4,333,467 | | February 22, 2023 (6)(7)(10) | — | — | — | — | 176,633 | 4,972,219 | | Christopher Meyer | | | | | | | | February 27, 2014 (4) | 3,194 | — | 25.32 | 2/27/2024 | — | — | | February 26, 2015 (4) | 6,251 | — | 25.36 | 2/26/2025 | — | — | | February 25, 2016 (4) | 4,207 | — | 17.15 | 2/25/2026 | — | — | | February 24, 2017 (4) | 6,591 | — | 17.27 | 2/24/2027 | — | — | | February 23, 2018 (4) | 7,222 | — | 24.10 | 2/23/2028 | — | — | | February 19, 2019 (5) | 9,682 | — | 21.29 | 2/19/2029 | — | — | | April 1, 2019 (5) | 69,043 | — | 20.62 | 4/1/2029 | — | — | | February 22, 2021 (6)(7)(8) | — | — | — | — | 35,461 | 998,227 | | February 21, 2022 (6)(7)(9) | — | — | — | — | 23,225 | 653,784 | | February 22, 2023 (6)(7)(10) | — | — | — | — | 28,839 | 811,818 | | Gregg D. Scarlett | | | | | | | | February 27, 2014 (4) | 12,166 | — | 25.32 | 2/27/2024 | — | — | | February 26, 2015 (4) | 14,706 | — | 25.36 | 2/26/2025 | — | — | | April 1, 2015 (4) | 100,000 | — | 24.14 | 4/1/2025 | — | — | | February 25, 2016 (4) | 16,973 | — | 17.15 | 2/25/2026 | — | — | | August 1, 2016 (4) | 100,000 | — | 17.96 | 8/1/2026 | — | — | | February 24, 2017 (4) | 36,090 | — | 17.27 | 2/24/2027 | — | — | | February 23, 2018 (4) | 36,974 | — | 24.10 | 2/23/2028 | — | — | | February 19, 2019 (5) | 46,472 | — | 21.29 | 2/19/2029 | — | — | | March 2, 2020 (5) | 100,000 | — | 18.45 | 3/2/2030 | — | — | | February 22, 2021 (6)(7)(8) | — | — | — | — | 54,710 | 1,540,087 | | February 21, 2022 (6)(7)(9) | — | — | — | — | 35,833 | 1,008,699 | | February 22, 2023 (6)(7)(10) | — | — | — | — | 36,499 | 1,027,447 | | Kelly M. Lefferts | | | | | | | | February 27, 2014 (4) | 3,407 | — | 25.32 | 2/27/2024 | — | — | | February 26, 2015 (4) | 4,200 | — | 25.36 | 2/26/2025 | — | — | | February 23, 2018 (4) | 5,703 | — | 24.10 | 2/23/2028 | — | — | | February 19, 2019 (5) | 7,281 | — | 21.29 | 2/19/2029 | — | — | | February 22, 2021 (6)(7)(8) | — | — | — | — | 27,019 | 760,585 | | February 21, 2022 (6)(7)(9) | — | — | — | — | 17,696 | 498,142 | | February 22, 2023 (6)(7)(10) | — | — | — | — | 19,827 | 558,130 | | Brett A. Patterson | | | | | | | | February 22, 2021 (6)(7)(8) | — | — | — | — | 18,237 | 513,372 | | February 21, 2022 (6)(7)(9) | — | — | — | — | 13,272 | 373,607 | | February 22, 2023 (6)(7)(10) | — | — | — | — | 15,321 | 431,286 | | December 1, 2023 (6) | — | — | — | — | 11,705 | 329,496 |

  46. Outstanding Equity Awards at 2023 Year-End

    (1)All stock options, RSUs and PSUs are granted under a stockholder-approved equity incentive plan. (2)Unvested portions of awards are generally forfeited upon termination of employment, unless the executive meets certain age and service criteria for retirement eligibility. See “—Potential Payments Upon Termination or Change in Control” for additional information regarding accelerated vesting on certain terminations of employment. (3)Market value is calculated by multiplying $28.15, which was the closing price per share of our common stock on the NASDAQ Global Select Market on December 29, 2023, the last market day of our fiscal year, by the number of shares subject to the award. (4)Stock option grants vested 25% of the shares on each anniversary of the grant date, contingent on continued employment. (5)Stock option grants vested one-third of the shares on each anniversary of the grant date, contingent on continued employment. (6)RSU grants vest as to one-third of the shares on each anniversary of the grant date, contingent on continued employment. (7)PSU grants vest as to 100% of the shares on the third anniversary of the grant date, contingent on continued employment assuming a payout at target performance. The actual number that may be earned ranges from 0% to 200% based upon the achievement of performance targets for the three-year period set on the grant date, as follows: 1% for threshold, 100% for target and 200% for maximum. See “Compensation Discussion and Analysis” under the heading “Performance-Based Short-Term Incentive Plan” for a description of the PSU terms. (8)The Compensation Committee certified performance payout for PSUs granted in 2021 on February 12, 2024, based on Adjusted EPS growth over 2021-2023 at 200% of target. These PSUs are reflected at actual performance and vested on the third anniversary of the grant date. (9)These PSUs are reflected at target performance and will vest, if at all, based on the Compensation Committee’s certification of Adjusted EPS Performance at the conclusion of fiscal year 2024, and Relative TSR performance as compared to a Relative TSR Comparison Group over the 2022-2024 performance period. The Compensation Committee retains the right to adjust payout outcomes negatively or positively for unusual, infrequently occurring, or non-operating items and performance is uncertain until the time of certification. At maximum performance (200%) executives would earn the following number of shares: Mr. Deno - 222,224; Mr. Meyer - 33,526; Mr. Scarlett - 51,726; Ms. Lefferts - 25,544 and Mr. Patterson - 19,158. (10)These PSUs are reflected at target performance and will vest, if at all, based on the Compensation Committee’s certification of Adjusted EPS Performance at the conclusion of fiscal year 2025, and Relative TSR performance as compared to a Relative TSR Comparison Group over the 2023-2025 performance period. The Compensation Committee retains the right to adjust payout outcomes negatively or positively for unusual, infrequently occurring, or non-operating items and performance is uncertain until the time of certification. At maximum performance (200%), executives would earn the following number of shares: Mr. Deno - 225,210; Mr. Meyer - 36,770; Mr. Scarlett - 46,536; Ms. Lefferts - 25,280 and Mr. Patterson - 19,534.

  47. Option Exercises and Stock Vested for Fiscal 2023

    Option Exercises and Stock Vested for Fiscal 2023 The following table summarizes the exercise of stock options and vesting of PSUs and RSUs held by the NEOs during fiscal 2023:

  48. Option Exercises and Stock Vested for Fiscal 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF | | NUMBER OF | | | | SHARES | VALUE | SHARES | VALUE | | | ACQUIRED | REALIZED | ACQUIRED | REALIZED | | | ON EXERCISE | ON EXERCISE | ON VESTING | ON VESTING | | NAMED EXECUTIVE OFFICER | (#) | (1) | (#) | (2) | | David J. Deno | — | $— | 227,905 | $6,293,532 | | Christopher Meyer | — | — | 37,903 | 1,046,870 | | Gregg D. Scarlett | — | — | 115,373 | 3,154,309 | | Kelly M. Lefferts | — | — | 36,399 | 1,004,505 | | Brett A. Patterson | 16,305 | 89,113 | 58,107 | 1,583,544 |

  49. Option Exercises and Stock Vested for Fiscal 2023

    _________________ (1)Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. (2)Represents the value realized upon vesting of PSUs and RSUs, based on the market value of the shares on the vesting date. The Company withheld or netted for tax purposes the following number of shares from the distribution of shares upon vesting: Mr. Deno, 84,228; Mr. Meyer, 9,625; Mr. Scarlett, 40,049; Ms. Lefferts, 9,042 and Mr. Patterson, 19,213.

  50. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans We offer a Deferred Compensation Plan for our highly compensated employees who are not eligible to participate in the OSI Restaurant Partners, LLC Salaried Employees 401(k) Plan and Trust, as described in “—Compensation Discussion and Analysis” under the heading “—Other Benefits and Perquisites.” We do not sponsor any defined benefit pension plans. The following table summarizes contributions during 2023 to our Deferred Compensation Plan along with aggregate earnings/losses for the year and the aggregate balance as of December 31, 2023. We did not make any contributions to the plan during 2023. Participants are fully vested in all contributions to the plan. The amounts listed as executive contributions are included as “Salary” in the “Summary Compensation Table.” The aggregate earnings are not reflected in “All Other Compensation” in the “Summary Compensation Table.”

  51. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | NAMED EXECUTIVE OFFICER | AGGREGATE BALANCE AT DECEMBER 25, 2022 | EXECUTIVE CONTRIBUTIONS IN 2023 | AGGREGATE EARNINGS IN 2023 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN 2023 | AGGREGATE BALANCE AT DECEMBER 31, 2023 | | Kelly M. Lefferts | $779,773 | $50,996 | $154,089 | $— | $984,858 | | Brett A. Patterson | $579,865 | $106,085 | $159,547 | $— | $845,497 |

  52. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of the NEOs is party to an employment agreement or offer of employment and other arrangements with us, which are summarized below, and may entitle him or her to payments or benefits upon a termination of employment and/or a change in control. See the table included under “Executive Benefits and Payments Upon Separation” below for the amount of compensation payable under these agreements and arrangements to the individuals serving as NEOs as of the end of fiscal 2023. Change in Control Plan The Change in Control Plan entitles executive officers and other key employees to certain severance payments and benefits in the event of a qualifying termination of employment upon or within the 24 months following certain change-in-control events. A qualifying termination is a termination by us for any reason other than cause, or by the employee for good reason, in each case as defined in the Change in Control Plan. Under the Change in Control Plan, in the event of a qualifying termination within the 24 months following a change in control, the named executive officers are each entitled to receive the following benefits: •A severance payment, payable in a lump sum 60 days after the termination, equal to (a) with respect to Mr. Deno, two times the sum of his base salary and his target annual cash bonus and (b) with respect to the other named executive officers, one and one-half times the sum of base salary and target annual cash bonus •Accelerated vesting of all outstanding equity awards •Continued eligibility to participate in group health benefits for 18 months following the termination •Outplacement services for six months following the termination •Certain other accrued benefits The severance payments and other benefits described above will be reduced by the amount of any similar payments and benefits under any employment agreement or other arrangement with us and are subject to the employee’s compliance with non-competition and other restrictive covenants and the other terms and conditions of the Change in Control Plan. Rights and Potential Payments Upon Termination or Change in Control: Mr. Deno On April 1, 2019, we entered into an amended and restated employment agreement, as amended April 6, 2020 and February 21, 2022, with Mr. Deno for a five-year term that automatically renews for successive one-year terms unless either party elects not to renew by giving written notice to the other party not less than 60 days prior to the start of any renewal term. The employment agreement is also subject to earlier termination under certain circumstances described below. Mr. Deno’s employment may be terminated as follows: •Upon his death or disability (as defined in the agreement) •By us for Cause. “Cause” is defined to include: (i) willful failure to perform, or gross negligence or insubordination in the performance of, his duties and responsibilities to us or our affiliates (other than any such failure from incapacity due to physical or mental illness), subject to notice and cure periods; (ii) indictment or conviction (or plea of guilty or nolo contendere) of a felony or other crime involving moral turpitude; (iii) engaging in dishonesty, illegal misconduct or gross misconduct that is intentionally harmful to us or our affiliates; (iv) any material and knowing violation by him of any covenant or restriction contained in his employment agreement or any other agreement entered into with us or our affiliates; or (v) any material violation of any of our or our affiliates’ published policies (including with respect to discrimination and harassment, responsible alcohol policy, insider trading policy and security policy) •By Mr. Deno for Good Reason. “Good Reason” is defined to include: (i) the assignment of duties inconsistent with his position as Chief Executive Officer or a material diminution in the nature or scope of his duties, authority or responsibilities; (ii) a reduction of his annual base salary, unless a similar reduction is made in salary of all similarly situated employees; (iii) requiring him to be based at a location in excess of 50 miles from the location of our principal executive offices in Tampa, Florida; or (iv) a material breach by us of our obligations under his employment agreement •By us other than for Cause •By Mr. Deno other than for Good Reason, upon ninety (90) days’ prior written notice to the Company •By Mr. Deno by reason of retirement Mr. Deno will be entitled to receive severance benefits if his employment is terminated by us other than for Cause or if he terminates employment for Good Reason. If his employment is terminated under these circumstances, he will be entitled to receive severance equal to two times the sum of his base salary at the rate in effect on the date of termination, payable in a lump sum within sixty days following the effective date of such termination, plus a pro rata portion of his target bonus for the year of termination and pro rata vesting of the RSUs, PSUs and stock options granted in connection with his appointment as Chief Executive Officer. In the event Mr. Deno’s employment is terminated due to his death or disability, he will receive any base salary amount and any annual bonus amount for the preceding fiscal year earned but not paid as of the date of his employment termination, any accrued and payable travel or business expenses and benefits under the employee benefit plan, plus a pro rata portion of his target bonus for the year of termination and pro rata vesting of the RSUs, PSUs and stock options granted in connection with his appointment as Chief Executive Officer. In the event Mr. Deno’s employment is terminated due to his retirement, he will receive any base salary amount and any annual bonus amount for the preceding fiscal year earned but not paid as of the date of his employment termination, plus pro rata vesting of the RSUs, PSUs and stock options granted in connection with his appointment as Chief Executive Officer. A change in control of the Company does not trigger any severance payments to him under the employment agreement. However, in the event of a qualifying termination within the 24 months following a change in control, Mr. Deno would be entitled to receive the benefits described above under “—Change in Control Plan.” Separation Agreement: Mr. Scarlett On October 2, 2023 the Company announced organizational design changes that will result in the elimination of the Executive Vice President, Chief Operating Officer of Casual Dining position following a transition period ending on March 15, 2024, as reported in the Company’s Form 8-K filed with the SEC on October 3, 2023. As a result, the Company and Mr. Scarlett entered into an agreement pursuant to which Mr. Scarlett will separate from the Company once his transitional duties are complete effective March 15, 2024. The agreement provides that Mr. Scarlett will receive a lump sum severance payment of $1,485,000 and $20,705 for COBRA premiums to extend health benefits for 12 months. All payments are subject to Mr. Scarlett’s execution of a separation agreement that includes a customary release of claims and certain other covenants. All unvested equity and vested stock options held by Mr. Scarlett are subject to the retirement provisions set forth in his existing grant agreements and the applicable plans as described under “Equity Awards” below. Equity Awards

  53. Potential Payments Upon Termination or Change in Control

    As a general matter, unless otherwise provided in an individual’s award agreement or other agreement, and depending on the reason for termination, upon a termination of employment or other continuous service, all unvested equity awards will terminate and vested stock options must be exercised within certain limited time periods after the date of termination. If the individual’s employment is terminated for cause (as defined in the award or other applicable agreement), all stock options, whether vested or unvested, and all unvested PSUs and RSUs will terminate immediately. If the individual’s termination is due to death or disability, all stock options and RSUs that are not vested will become immediately vested in full upon such termination and a pro rata portion (based on the portion of the applicable performance period that passed prior to termination of the individual’s employment) of the target number of PSUs will immediately vest and become payable in shares of common stock upon such termination. Stock options accelerated due to death or disability become exercisable on the award’s original vesting schedule. Awards under the 2012 Equity Plan, if unvested, will forfeit upon retirement. Under the 2016 Equity Plan, if the NEO retires on or after age 60 with five years of service with the Company or an affiliate (“Retirement under 2016 Plan”) prior to the vesting or forfeiture of the RSUs, then the number of RSUs that vest shall be determined as of the date of the Retirement under 2016 Plan on a pro rata basis, determined based on the number of full months of employment completed from the date of grant to the date of the Retirement under 2016 Plan divided by the number of full months of the original vesting period. If the NEO retires prior to the vesting or forfeiture of the option to purchase shares of our common stock, the NEO may exercise the option at any time within 12 months following the date of Retirement under 2016 Plan (but in no event later than ten years after the date of grant). Under the 2020 Equity Plan, if the NEO retires on or after age 60 with five years of service, or age 55 with ten years of service with the Company or an affiliate (“Retirement under 2020 Plan”) prior to the vesting or forfeiture of stock options, RSUs, or PSUs, then the number of stock options, RSUs or PSUs that vest shall be determined as of the date of the Retirement under 2020 Plan on a pro rata basis, determined based on the number of full months of employment completed from the date of grant to the date of the Retirement under 2020 Plan divided by the number of full months of the original vesting period and, in the case of PSUs, the PSUs earned shall be determined at the end of the performance period based on the actual performance levels achieved. If the NEO retires prior to the vesting or forfeiture of the option to purchase shares of our common stock, the NEO may exercise the option at any time following the date of Retirement under 2020 Plan (but in no event later than the original expiration date of the grant, generally the tenth anniversary of the date of grant). The Compensation Committee may provide for accelerated vesting of an award upon, or as a result of events following, a change of control. This may be done in the award agreement or in connection with the change of control. In the event of a change of control, the Compensation Committee may also cause an award to be canceled in exchange for a cash payment to the participant or cause an award to be assumed by a successor corporation. Our forms of award agreements under the 2012, 2016 and 2020 Equity Plans provide as follows: •Restricted stock and RSU awards to our directors become fully vested upon a change of control •Restricted stock awards for our employees and consultants provide that upon a change of control (a) restricted stock that remains outstanding or is exchanged or converted into securities of the acquiring or successor entity will continue to vest in accordance with the terms set forth in the award agreement and (b) if the restricted stock will be canceled in exchange for cash consideration, (x) in the case of awards held by our executive officers at the time of such change of control, the restricted stock will instead be converted into a right to receive such cash consideration upon satisfaction of the vesting and other terms and conditions of the award agreement in effect immediately prior to the change of control and (y) in the case of other award recipients, the award will fully vest and be exchanged for the cash consideration at the time of the change of control •PSU awards provide that if the award recipient’s employment or other service status with us terminates, the award will terminate as to any units that are unvested at the time of such termination, unless (a) such termination is due to death or disability, in which case a pro rata portion of the award shall vest based on the portion of the performance period for which service was provided, or (b) the termination occurs before the vesting date but after the end of the performance period and is other than for cause (as defined in the agreement), in which case the applicable number of units will vest for that performance period as if such termination had not occurred In addition, as described above under “—Change in Control Plan,” in the event of a qualifying termination within the 24 months following a change in control, each of our named executive officers will be entitled to accelerated vesting of all outstanding equity awards. Restrictive Covenants Mr. Deno is subject to certain restrictive covenants under his current employment agreement. This includes covenants covering noncompetition, nondisclosure, nonsolicitation and nonpiracy. Based on the terms of the agreement, Mr. Deno agreed to these restrictive covenants during employment for 24 months following a termination of employment for any reason. Continued compliance with these restrictive covenants is a condition to our obligation to pay any severance amount due to Mr. Deno under his employment agreement. Messrs. Meyer, Scarlett, Patterson and Ms. Lefferts are subject to certain restrictive covenants as per their offers of employment. These include covenants covering noncompetition, nondisclosure, nonsolicitation and nonpiracy. Each has agreed to these restrictive covenants during employment and for 12 months following a voluntary separation or separation for Cause, or in the event of separation for any reason other than voluntary resignation, for a period equal to the period used for calculating the amount of severance paid upon termination, if any. Executive Benefits and Payments Upon Separation The table below reflects the amount of compensation payable under the arrangements described above to the individuals serving as NEOs following a termination of employment (i) by us without Cause or by the executive for good reason without a change in control, (ii) by us without Cause or by the executive for good reason, following a change in control assuming that such termination constitutes a qualifying termination under the Change in Control Plan, (iii) by the executive voluntarily, (iv) as a result of retirement, (v) as a result of disability or (vi) as a result of death, in each case, assuming that such termination of employment occurred on December 31, 2023. No payments or benefits are due to the NEOs following a termination of employment for Cause. The table assumes that the change in control transaction resulted in per share consideration of $28.15, which was the closing price per share of our common stock on the NASDAQ Global Select Market on December 29, 2023, the last market day of our fiscal year. The actual amounts to be paid upon a termination of employment or a change in control can only be determined at the time of such executive’s separation from us, or upon the occurrence of a change in control (if any).

  54. Potential Payments Upon Termination or Change in Control

    | NAMED EXECUTIVE OFFICER | EXECUTIVE PAYMENTS AND BENEFITS UPON SEPARATION | INVOLUNTARY TERMINATION WITHOUT CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON WITHOUT CHANGE IN CONTROL | INVOLUNTARY TERMINATION WITHOUT CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON WITH CHANGE IN CONTROL | VOLUNTARY TERMINATION | RETIREMENT | DISABILITY | DEATH | | | (1) | ($) | ($) | ($) | ($) (2) | ($) | ($) | | David J. Deno | Severance | 3,500,000 | 5,000,000 | — | — | — | — | | | Equity Awards (3) | — | 12,958,120 | — | 7,479,033 | 9,802,299 | 9,802,299 | | | Health Benefits | — | 22,562 | — | — | — | — | | | Total | 3,500,000 | 17,980,682 | — | 7,479.033 | 9,802,299 | 9,802,299 | | Christopher Meyer | Severance | — | 1,962,692 | — | — | — | — | | | Equity Awards (3) | — | 2,008,137 | — | — | 1,505,819 | 1,505,819 | | | Health Benefits | — | 31,057 | — | — | — | — | | | Total | — | 4,001,886 | — | — | 1,505,819 | 1,505,819 | | Gregg D. Scarlett | Severance | — | 2,227,500 | — | — | — | — | | | Equity Awards (3) | — | 2,873,186 | — | 1,692,462 | 2,193,842 | 2,193,842 | | | Health Benefits | — | 31,057 | — | — | — | — | | | Total | — | 5,131,743 | — | 1,692,462 | 2,193,842 | 2,193,842 | | Kelly M. Lefferts | Severance | — | 1,438,385 | — | — | — | — | | | Equity Awards (3) | — | 1,469,655 | — | 849,989 | 1,112,601 | 1,112,601 | | | Health Benefits | — | 19,529 | — | — | — | — | | | Total | — | 2,927,569 | — | 849,989 | 1,112,601 | 1,112,601 | | Brett A. Patterson | Severance | — | 1,289,859 | — | — | — | — | | | Equity Awards (3) | — | 1,413,412 | — | — | 1,140,235 | 1,140,235 | | | Health Benefits | — | 31,057 | — | — | — | — | | | Total | — | 2,734,328 | — | — | 1,140,235 | 1,140,235 |

  55. Potential Payments Upon Termination or Change in Control

    __________________ (1)Amounts in the table do not include amounts for accrued but unpaid base salary, annual bonus or other expenses. (2)The amount in the column represents prorated vesting of eligible equity awards as of December 31, 2023, calculated at target performance. (3)Amounts exclude intrinsic value of vested in-the-money stock options. If termination is due to Death or Disability, then all RSUs that are not vested shall become immediately vested in full upon such termination and a pro rata portion (based on the portion of the Performance Period that passed prior to termination of Participant’s Continuous Service) of the Target Number of PSUs will immediately vest and become payable in shares upon such termination, as those terms are defined in the applicable plans. Under the applicable award agreements, upon retirement, the number of RSUs and PSUs that vest is determined as of the date of the Retirement on a pro rata basis based on the period employed from the grant date to the departure date and, in the case of PSUs, the PSUs earned shall be determined at the end of the performance period based on the actual performance levels achieved (which are assumed to be at target for purposes of the table). The dollar amounts are determined by multiplying the number of shares subject to the accelerated or pro rata vested RSUs and PSUs, as applicable, by $28.15, the closing price of the Company’s common stock on December 29, 2023.

  56. Pay vs. Performance

    Pay vs. Performance The following table summarizes compensation paid to our principal executive officer (“PEO”) as set forth in our Summary Compensation Table, compensation actually paid to our PEO, average compensation paid to our Non-PEO NEOs as set forth in our Summary Compensation Table, and average compensation actually paid to our Non-PEO NEOs, each as calculated in accordance with SEC rules, and certain Company and peer group performance measures for the periods indicated:

  57. Pay vs. Performance

    | Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 | | Net Income (Loss) (dollars in millions) | Adjusted Diluted EPS (5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (4) | | | | 2023 | $6,825,003 | $8,305,815 | $1,689,279 | $2,116,313 | $139.94 | $148.11 | $254.4 | $2.93 | | 2022 | 6,251,632 | 5,068,922 | 1,561,981 | 1,339,269 | 100.18 | 106.39 | 109.2 | 2.52 | | 2021 | 7,518,278 | 11,384,346 | 2,200,145 | 2,598,640 | 97.64 | 129.49 | 222.9 | 2.70 | | 2020 | 5,576,984 | 6,261,185 | 1,945,655 | 1,701,174 | 88.32 | 102.95 | (158.8) | (0.69) |

  58. Pay vs. Performance

    __________________ (1)Mr. Deno was the PEO for all four years (2020-2023). (2)The charts below detail the additions to and deductions from the Summary Compensation Table Totals to calculate the Compensation Actually Paid amounts. (3)The Non-PEO NEOs are comprised of: 2023 - Messrs. Meyer, Scarlett and Patterson and Ms. Lefferts; 2022 - Messrs. Meyer, Scarlett and Murtha and Ms. Lefferts; 2021 - Messrs. Meyer, Scarlett, Murtha and Stutts and Ms. Lefferts; 2020 - Messrs. Meyer, Scarlett, Stutts and Herlihy and Ms. Lefferts. (4)The peer group is made up of the same 18 companies in our peer group used for executive compensation benchmarking as described on page 42. (5)Adjusted Diluted EPS was selected as the third metric to be included in the disclosure (as the Company-Selected Measure). A detailed Adjusted Diluted EPS reconciliation can be found within Appendix B. The following table reconciles the PEO Summary Compensation Table total to Compensation Actually Paid for the periods indicated:

  59. Pay vs. Performance

    | Fiscal Year | Salary | Bonus and Non-Equity Incentive Compensation | Equity Compensation | All Other Compensation | Summary Compensation Table Total | Deductions from Summary Compensation Table Total (1) | Additions to Compensation Table Total (2) | Compensation Actually Paid | | 2023 | $1,000,000 | $910,500 | $4,900,025 | $14,478 | $6,825,003 | $(4,900,025) | $6,380,837 | $8,305,815 | | 2022 | 984,615 | 897,969 | 4,350,033 | 19,015 | 6,251,632 | (4,350,033) | 3,167,323 | 5,068,922 | | 2021 | 900,000 | 2,011,500 | 4,600,046 | 6,732 | 7,518,278 | (4,600,046) | 8,466,114 | 11,384,346 | | 2020 | 695,597 | 1,271,700 | 3,600,036 | 9,651 | 5,576,984 | (3,600,036) | 4,284,237 | 6,261,185 |

  60. Pay vs. Performance

    __________________ (1)Represents the grant date fair value of equity-based awards granted each year. (2)Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each period presented. The equity component of compensation actually paid for fiscal year 2023 is further detailed in the supplemental table below. The following table reconciles the Non-PEO NEOs Average Summary Compensation Table total to Average Compensation Actually Paid for the periods indicated:

  61. Pay vs. Performance

    | Fiscal Year | Average Salary | Average Bonus and Non-Equity Incentive Compensation | Average Equity Compensation | Average All Other Compensation | Average Summary Compensation Table Total | Deductions from Summary Compensation Table Total (1) | Additions to Compensation Table Total (2) | Average Compensation Actually Paid | | 2023 | $570,096 | $353,867 | $759,407 | $5,909 | $1,689,279 | $(759,407) | $1,186,441 | $2,116,313 | | 2022 | 550,000 | 338,580 | 667,219 | 6,182 | 1,561,981 | (667,219) | 444,507 | 1,339,269 | | 2021 | 536,539 | 640,700 | 697,157 | 325,749 | 2,200,145 | (697,157) | 1,095,652 | 2,598,640 | | 2020 | 410,300 | 360,564 | 865,989 | 308,802 | 1,945,655 | (865,989) | 621,508 | 1,701,174 |

  62. Pay vs. Performance

    __________________ (1)Represents the average grant date fair value of equity-based awards granted each year. (2)Reflects the average value of equity calculated in accordance with the SEC methodology for determining average compensation actually paid for each period presented. The equity component of average compensation actually paid for fiscal year 2023 is further detailed in the supplemental table below. The following table includes supplemental data for the additions and deductions resulting in the equity component of PEO Compensation Actually Paid for the periods indicated:

  63. Pay vs. Performance

    | Fiscal Year | Addition of Fair Value of Current Year Equity Awards at Fiscal Year End | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End (1) | Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year | Equity Value Included in Compensation Actually Paid | | 2023 | $5,194,051 | $(329,870) | $1,516,656 | $6,380,837 | | 2022 | 3,910,236 | (1,252,356) | 509,443 | 3,167,323 | | 2021 | 3,268,932 | 3,748,314 | 1,448,868 | 8,466,114 | | 2020 | 3,298,873 | 1,895,458 | (910,094) | 4,284,237 |

  64. Pay vs. Performance

    __________________ (1)The valuation for PSUs granted in 2022 and vesting in 2025 decreased from 100% at the end of fiscal year 2022 to 0% at the end of fiscal year 2023. The valuation for PSUs granted in 2020 and vesting in 2023 decreased from 200% at the end of fiscal year 2021 to 148% at the end of fiscal year 2022. The following table includes supplemental data for the additions and deductions resulting in equity component of Non-PEO NEOs Average Compensation Actually Paid for the periods indicated:

  65. Pay vs. Performance

    | Fiscal Year | Addition of Average Fair Value of Current Year Equity Awards at Fiscal Year End | (Deductions) Additions for Average Change in Value of Prior Years’ Awards Unvested at Fiscal Year End (1) | Additions (Deductions) for Average Change in Value of Prior Years’ Awards That Vested in Fiscal Year | Average Equity Value Included in Compensation Actually Paid | | 2023 | $821,094 | $(63,284) | $428,631 | $1,186,441 | | 2022 | 599,763 | (278,452) | 123,196 | 444,507 | | 2021 | 422,722 | 364,276 | 308,654 | 1,095,652 | | 2020 | 975,526 | (57,273) | (296,745) | 621,508 |

  66. Pay vs. Performance

    __________________ (1)The valuation for PSUs granted in 2022 and vesting in 2025 decreased from 100% at the end of fiscal year 2022 to 0% at the end of fiscal year 2023. The valuation for PSUs granted in 2020 and vesting in 2023 decreased from 200% at the end of fiscal year 2021 to 148% at the end of fiscal year 2022. Relationship between Compensation Paid and Performance Measures As shown in the charts as discussed further below, the relationship between the Compensation Actually Paid to the PEO and the Average Compensation Actually Paid to the NEOs other than the PEO in fiscal 2020, 2021, 2022 and 2023 (collectively, “NEO Compensation Actually Paid”) to each of (1) Net income, (2) total shareholder return (“TSR”), and (3) Adjusted Diluted EPS demonstrates that such compensation fluctuates to the extent the Company is achieving its goals and increasing value for stockholders in line with the Company’s compensation philosophy and performance-based objectives. The three items listed below represent the most important metrics we used to determine Compensation Actually Paid for fiscal year 2023 as further described in our CD&A within the sections titled “Performance-Based Short-Term Incentive Plan” and “Performance-Based Long-term Incentive Plan.” Most important performance measures:

  67. Pay vs. Performance

    | 1. | Adjusted Diluted Earnings Per Share | | 2. | Revenue | | 3. | Adjusted Operating Income Dollars |

  68. CEO Pay Ratio

    CEO Pay Ratio We are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO, as required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, and Regulation 402(u) of Regulation S-K. For fiscal year 2023, •The median of the annual total compensation of all our employees, other than Mr. Deno, was $22,885. •Mr. Deno’s annual total compensation was $6,825,003, as reported in the Total column of the Summary Compensation Table. Based on this information, the ratio of the annual total compensation of Mr. Deno to the median of the annual total compensation of all employees is estimated to be 298 to 1. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: 1)We selected October 1, 2021 as the date on which to determine our median employee. As of that date, we had 75,263 employees, with 63,453 employees based in the United States and 11,810 employees located outside of the United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the Company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding 32 employees in China and 937 employees in Hong Kong. After considering the de minimis exemption, 63,453 employees in the United States and 10,841 employees located outside of the United States were considered for identifying the median employee. 2)For purposes of identifying the median employee from our employee population base, we considered total cash compensation, as compiled from our payroll records. We selected total cash compensation as it represents the principal form of compensation delivered to all our employees and this information is readily available in each country. In addition, we measured compensation for purposes of determining the median employee using the year-to-date period ended October 1, 2021. Compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on October 1, 2021. 3)The median employee referenced above is the same median employee identified in the 2023 Proxy Statement because there have not been changes in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. As permitted by the SEC rules, the same median employee may be used for up to three years provided that such employee is still an active employee. 4)Using this methodology, we determined that our median employee was a part-time employee. In determining the annual total compensation of the median employee, such employee’s compensation was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules. Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations, geographic footprints and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. With regard to restaurant, hospitality and retail companies, comparability may further be impacted by additional factors including the mix of company-owned to franchised units.

  69. Appendix B

    _________________ (1)Adjustment for interest expense related to the convertible senior notes due in 2025 (the “2025 Notes”) weighted for the portion of the period prior to our election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes in cash. (2)For 2023, primarily includes asset impairment, closure costs and severance in connection with the decision to close 41 underperforming restaurants. For 2023 and 2020, includes lease termination gains of $6.7 million and $2.8 million, respectively, net of related impairments. (3)Costs incurred in connection with the transition to a new partner compensation program. (4)For 2023 and 2022, reflects changes in legal reserves in connection with certain collective action wage and hour lawsuits. For 2021, includes: (i) a $3.1 million benefit from the recognition of recoverable Program of Social Integration and Contribution for the Financing of Social Security taxes, including accrued interest, within other revenues as a result of favorable court rulings and (ii) an accrual of $2.7 million for Imposto sobre Serviços, a Brazilian municipal service tax, in connection with royalties from our Brazilian subsidiary over the prior five years, including related penalties and interest, as a result of an unfavorable Brazilian Supreme Court ruling. (5)Payment made to the Carrabba’s Italian Grill founders in connection with the Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement. (6)Severance, professional fees and other costs incurred as a result of transformational and restructuring activities. (7)Costs incurred in connection with the COVID-19 pandemic, primarily consisting of fixed asset and right-of-use asset impairments, restructuring charges, inventory obsolescence and spoilage, contingent lease liabilities and current expected credit losses. (8)For 2022, primarily includes losses in connection with the repurchase of $125 million of our outstanding 2025 Notes, as well as settlement of the related convertible senior note hedges and warrants (the “2025 Notes Partial Repurchase”). (9)Amortization of debt discount related to the issuance of the 2025 Notes. (10)Primarily includes professional fees, severance and other costs not correlated to our core operating performance during the period. (11)The tax effect of non-GAAP adjustments was determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates. For 2023, also includes a $2.9 million adjustment related to a Brazil federal income tax exemption on certain state value added tax benefits. For 2022, the primary difference between GAAP and adjusted effective income tax rates relates to certain non-deductible losses and other tax costs associated with the 2025 Notes Partial Repurchase. For 2021, also includes a $4.2 million adjustment for the reduction of certain unrecognized tax benefits related to tax positions taken during a prior period. (12)Consideration paid in excess of the carrying value for the redemption of preferred stock of our Abbraccio concept. (13)Due to the GAAP net loss, the effect of dilutive securities was excluded from the calculation of GAAP diluted loss per share for 2020. (14)Adjusted diluted weighted average common shares outstanding was calculated excluding the dilutive effect of 5,067, 6,089 and 9,992 shares for 2023, 2022 and 2021, respectively, to be issued upon conversion of the 2025 Notes to satisfy the amount in excess of the principal since our convertible note hedge offsets the dilutive impact of the shares underlying the 2025 Notes. For 2021, adjusted diluted weighted average common shares outstanding was also calculated assuming our February 2021 election to settle the principal portion of the 2025 Notes in cash was in effect for the entire period.