Edgar Filing: BRINKER INTERNATIONAL INC

Document

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2016

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BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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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

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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:



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



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



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



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

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Section 5 - Corporate Governance and Management

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

The Annual Meeting of Shareholders of Brinker International, Inc. (the "Company") was held on November 16, 2016. 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
Elaine L. Boltz	46,622,031	958,370	17,797	3,475,545
Joseph M. DePinto	46,858,306	713,721	26,171	3,475,545
Harriet Edelman	46,622,567	958,600	17,031	3,475,545
Michael A. George	46,587,282	983,687	27,229	3,475,545
William T. Giles	46,506,441	1,064,456	27,301	3,475,545
Gerardo I. Lopez	45,523,448	2,046,269	28,481	3,475,545
George R. Mrkonic	46,601,807	978,537	17,854	3,475,545
Jose Luis Prado	46,847,853	723,269	27,076	3,475,545
Wyman T. Roberts	46,853,564	721,094	23,540	3,475,545

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2017 was approved. The results were as follows:



For	Against	Abstain	Broker Non-Vote
49,727,570	1,330,838	15,335	3,475,545

Proposal 3

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



For	Against	Abstain	Broker Non-Vote
45,680,733	1,865,700	51,765	3,475,545

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure

At its November 15, 2016 meeting, the Board of Director's of the Company declared a quarterly dividend of $0.34 per share on the common stock of the Company. The dividend will be payable on December 29, 2016 to shareholders of record as of December 9, 2016.

Section 9 - Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated November 16, 2016.

SIGNATURE

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




	BRINKER INTERNATIONAL, INC.

Dated: November 16, 2016	By:	/s/ Wyman T. Roberts
		Wyman T. Roberts,
		Chief Executive Officer and President
		(Principal Executive Officer)