Bloomin' Brands (BLMN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, with key proposals including board elections, auditor ratification, executive compensation, and a new omnibus incentive plan.

• Leadership transitions in 2024 included a new CEO and CFO, with compensation aligned to market benchmarks and performance.

• Strategic partnership with Vinci Partners led to the sale of a majority interest in Brazil operations, allowing focus on domestic business.

Voting matters and shareholder proposals

• Proposals include electing ten directors, ratifying PricewaterhouseCoopers LLP as auditor, advisory votes on executive compensation and its frequency, approval of the 2025 Omnibus Incentive Compensation Plan, and a shareholder proposal on virtual meetings.

• Board recommends voting for all management proposals and against the shareholder proposal on virtual meetings.

Board of directors and corporate governance

• Board will reduce from eleven to ten members; all nominees are current or prior directors with diverse backgrounds.

• Board diversity matrix and skills matrix provided; three standing committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Board leadership structure includes an independent Chairman; regular self-assessments and committee rotations are encouraged.

• Starboard Value LP had two nominees on the board in 2024 under a now-expired agreement.