BRINKER INTERNATIONAL INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Cynthia L. Davis

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Cynthia L. Davis”): 37,575,131 for, 110,894 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,619,506 for, 4,469 against.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: Frances L. Allen

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Frances L. Allen”): 37,613,679 for, 72,481 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,623,975 for.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: Harriet Edelman

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Harriet Edelman”): 36,640,311 for, 1,046,033 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,136,017 for, 487,958 against.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: James C. Katzman

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: James C. Katzman”): 37,545,748 for, 140,972 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,623,975 for.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: Kevin D. Hochman

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Kevin D. Hochman”): 37,435,018 for, 249,739 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,623,975 for.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: Prashant N. Ranade

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Prashant N. Ranade”): 37,603,076 for, 83,155 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,623,867 for, 108 against.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: Ramona T. Hood

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Ramona T. Hood”): 37,609,566 for, 76,755 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,623,867 for, 108 against.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: William T. Giles

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: William T. Giles”): 37,544,750 for, 141,331 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 24,623,867 for, 108 against.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Election of Directors: Joseph M. DePinto

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Joseph M. DePinto”): 36,149,894 for, 1,498,527 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 23,976,505 for, 626,126 against.

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Description as filed by funds: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

BRINKER INTERNATIONAL INC.’s own tally for this item (“3. The proposal on executive compensation as approved”): 36,749,381 for, 714,805 against, per its Form 8-K filed November 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 76 managers: 24,563,061 for, 108 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 198 managers: 28,976,967 for, 399,658 against, 14,736 abstained, 28,323 not voted, 62,313 1 year. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 72 managers: 23,288 for, 22,865,509 1 year, 436,290 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 171 managers: 63,945 for, 8,049 abstained, 27,007,620 1 year, 95,982 3 year, 186 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: The Board of Directors recommends you vote 1 YEAR on the following proposal: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 6 managers: 1,238,082 1 year.

Institutional-manager reports, all 24 managers: 28,323 not voted, 2,250,688 1 year.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2024.

BRINKER INTERNATIONAL INC.’s own tally for this item (“2. Proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2024”): 39,791,062 for, 468,138 against — passed, per its Form 8-K filed November 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2024 was approved.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of BRINKER INTERNATIONAL INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Ratification of the appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the year 2024.” (12 managers, 850,419 for); “RATIFY KPMG LLP AS AUDITORS” (2 managers, 40,487 for).

The 67 asset managers below reported 23,710,504 for, 22,565 against.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.