DEF: Bloomin' Brands Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Bloomin' Brands will hold its annual stockholders meeting on April 23, 2025, to vote on director elections, auditor ratification, executive compensation, and other corporate governance matters.

Summary

• Bloomin' Brands, Inc. will hold its Annual Meeting of Stockholders on April 23, 2025, in Tampa, Florida.
• Stockholders will vote on six proposals, including the election of ten directors, ratification of PricewaterhouseCoopers LLP as the independent auditor, and advisory votes on executive compensation and the frequency of such votes.
• A stockholder proposal regarding virtual stockholder meetings will also be considered.
• The record date for determining stockholders entitled to vote is February 28, 2025.
• The Board of Directors recommends voting FOR the director nominees, auditor ratification, executive compensation, and a one-year frequency for executive compensation votes.
• The Board recommends voting AGAINST the stockholder proposal regarding virtual stockholder meetings.
• The proxy materials are being distributed on or about March 4, 2025.
• The board size will be reduced to ten directors as of the 2025 annual meeting, with Lawrence V. Jackson's term ending and not standing for re-election.

Sentiment

Score: 6

Explanation: The document is neutral to slightly positive. While it acknowledges some performance shortcomings, it also highlights strategic initiatives and leadership changes aimed at future growth. The Board's recommendations on voting matters are clear, and the document provides detailed information for stockholders.

Positives

• The Board is actively engaged with stakeholders, seeking feedback from stockholders and other stakeholders for insight and guidance.
• The company has a clawback policy in place for the CEO, certain officers, and other key employees that applies to cash and equity compensation.
• The company requires 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.
• The company has an independent compensation consultant that reports directly to the Compensation Committee.

Negatives

• The Board recommends voting AGAINST the stockholder proposal regarding virtual stockholder meetings.
• The company fell short of its ambitious goals for 2024 related to total adjusted revenue and adjusted operating income.
• The 2022-2024 Relative TSR delivered bottom third performance of the relative Comparison Group and resulted in a 75% modifier.

Risks

• The vote on executive compensation is advisory and non-binding.
• The Board may decide to vary its practice on the frequency of say-on-pay votes in the future, regardless of the stockholder vote.
• The company's performance goals may not be achieved, impacting executive compensation.
• The company faces risks related to cybersecurity and data privacy, which are overseen by the Audit Committee.

Future Outlook

The company anticipates that the 2025 Plan will allow it to continue to grant annual and long-term equity incentive compensation for approximately three years.

Industry Context

The document mentions challenges within the restaurant industry, including industry headwinds and an inflationary environment.

Comparison to Industry Standards

• The Compensation Committee utilizes a compensation peer group of certain consumer discretionary companies to evaluate executive officer compensation levels and to benchmark our executive compensation design and governance features.
• The peer group used for 2024 compensation benchmarking consisted of 25 companies including Boot Barn Holdings, Inc., Brinker International, Inc., The Cheesecake Factory Incorporated, Darden Restaurants, Inc., and YUM! Brands, Inc.

Management Changes

Related Party Transactions

• Pierre Berenstein, who served as our Executive Vice President, Chief Customer Officer since August 2023 and as President of Bloomin Brands Brazil from May 2017 through October 2023, left his role with the Company to become the Chief Executive Officer of Outback Steakhouse Restaurantes Brasil S.A (OSRB), an entity in which we indirectly hold a 33% interest.
• As previously disclosed in our Current Report on Form 8-K filed December 31, 2024, we sold 67% of our ownership interest in Bold Hospitality, the holding company of OSRB, to a fund managed by an affiliate of Vinci Partners Investments Ltd.
• In consideration for this appointment, among other things, Mr. Berenstein is expected to receive equity interests in OSRB, with a grant date value of $2 million in U.S. Dollars.
• These interests will be funded 50% by the Company and 50% by OSRB .

Stakeholder Impact

• Stockholders are being asked to vote on key decisions affecting the company's governance and executive compensation.
• Employees are affected by changes in leadership and compensation policies.
• Customers may be impacted by strategic initiatives aimed at improving the restaurant experience.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board and relevant committees will review and consider the results of the votes.
• The company will continue to engage with stakeholders on matters important to the business.

Key Dates