Edgar Filing: BRINKER INTERNATIONAL INC

BRINKER INTERNATIONAL, INC.

Date: October 30, 2014

/s/ Wyman T. Roberts

Wyman T. Roberts, Chief Executive Officer and President and President of Chili’s Grill & Bar

8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2014

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-10275	75-1914582
(State of Incorporation)	(Commission File Number)	(IRS Employment Identification No.)

6820 LBJ Freeway

Dallas, Texas 75240

(Address of principal executive offices)

Registrant’s telephone number, including area code 972-980-9917

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Section 5 – Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Registrant was held on October 30, 2014. Matters voted upon by shareholders at that meeting were:

Proposal 1

Each of the management’s nominees, was elected a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.

Number of Shares Voted

Name

For

Against

Withheld

Broker Non-Vote

Joseph M. DePinto

Harriet Edelman

Michael A. George

William T. Giles

Gerardo I. Lopez

Jon L. Luther

George R. Mrkonic

Rosendo G. Parra

Wyman T. Roberts

57,288,760

57,021,247

57,046,906

57,047,125

57,043,569

57,287,192

56,882,670

57,290,156

57,290,711

26,888

242,613

214,801

213,922

216,003

28,092

248,506

26,822

28,540

151,406

203,194

205,347

206,007

207,482

151,770

335,878

150,076

147,803

4,075,834

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2015 was approved. The results were as follows:


For	Against	Abstain	Broker Non-Vote
59,972,921	1,412,464	157,503	4,075,834

Proposal 3

The proposal on executive compensation was approved. The results were as follows:


For	Against	Abstain	Broker Non-Vote
56,890,941	384,402	191,711	4,075,834

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

In the Press Release, the Registrant announced that at the October 30, 2014 Board of Director’s Meeting, the Board of Directors declared a quarterly dividend of $0.28 per share on the common stock of the company. The dividend will be payable on December 26, 2014 to shareholders of record as of December 5, 2014.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1

Press Release, dated October 30, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.