BRINKER INTERNATIONAL INC. 2024-2025 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”): 37,323,564 for, 93,694 against, per its Form 8-K filed November 6, 2024 (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 91 asset managers below reported 22,740,092 for, 4,361 against, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 37,402,151 for, 15,063 against, per its Form 8-K filed November 6, 2024 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 22,744,453 for, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

Description as filed by funds: Election of Directors: Frank D. Liberio

BRINKER INTERNATIONAL INC.’s own tally for this item (“Elect Director: Frank D. Liberio”): 37,407,573 for, 6,998 against, per its Form 8-K filed November 6, 2024 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 22,744,453 for, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 36,554,574 for, 863,660 against, per its Form 8-K filed November 6, 2024 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 22,624,593 for, 119,860 against, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 37,391,508 for, 25,846 against, per its Form 8-K filed November 6, 2024 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 22,744,453 for, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 35,958,348 for, 1,459,427 against, per its Form 8-K filed November 6, 2024 (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 91 asset managers below reported 22,703,575 for, 40,878 against, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 37,329,391 for, 88,082 against, per its Form 8-K filed November 6, 2024 (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 91 asset managers below reported 22,744,444 for, 9 against, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 37,387,551 for, 29,496 against, per its Form 8-K filed November 6, 2024 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 22,744,453 for, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 37,396,507 for, 21,605 against, per its Form 8-K filed November 6, 2024 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 22,744,453 for, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 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”): 37,149,057 for, 268,298 against, per its Form 8-K filed November 6, 2024 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 22,742,339 for, 2,114 against, 5,684 abstained.

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

Description as filed by funds: Approval of the Company's 2024 Stock Option & Incentive Plan

BRINKER INTERNATIONAL INC.’s own tally for this item (“4. Proposal on the Company's new 2024 Stock Option & Incentive Plan”): 36,637,438 for, 779,256 against — passed, per its Form 8-K filed November 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 The proposal on the Company's new 2024 Stock Option & Incentive Plan was approved.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 94 asset managers below reported 22,704,226 for, 53,358 against.

Showing the 25 largest of 94 asset managers. See all 94 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”): 35,797,816 for, 1,588,181 against, per its Form 8-K filed November 6, 2024 (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: 96% 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 86 managers: 22,644,586 for, 26,684 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 251 managers: 20,516,200 for, 1,429,419 against, 36,113 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the fiscal year 2025

BRINKER INTERNATIONAL INC.’s own tally for this item (“2. Proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2025”): 39,660,145 for, 856,718 against — passed, per its Form 8-K filed November 6, 2024 (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 2025 was approved.”
Support: 98% 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: “Ratify KPMG LLP as Auditors” (6 managers, 92,861 for).

The 86 asset managers below reported 22,520,076 for, 138,879 against, 5,684 abstained.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.