Bloomin' Brands (BLMN) Proxy Filing summary

Executive summary

• Launched a turnaround strategy focused on revitalizing Outback Steakhouse and sustainable long-term growth, built on four strategic platforms and three enablers, with leadership alignment and a culture grounded in principles and beliefs.

• 2025 was a repositioning year, with leadership changes, operational accountability, and a comprehensive turnaround plan amid macroeconomic headwinds.

• Annual meeting scheduled for April 22, 2026, as a hybrid event, with voting available online or in person.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms expiring in 2027.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 27, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of Amended and Restated 2025 Omnibus Incentive Compensation Plan.

• Stockholder proposal on disclosure of employee retention demographics, opposed by the Board.

• Stockholder proposal on requiring shareholder approval for “blank-check” preferred stock, opposed by the Board.

Board of directors and corporate governance

• Board reduced from 11 to 9 members; 10 of 11 directors are independent, with 36% female and 18% with 9+ years tenure.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Operating Committee.

• Annual self-assessments, independent Chairman, and regular executive sessions ensure strong governance.

• Stockholder engagement included outreach to holders of 21% of shares in 2025.