Brinker International (EAT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 20, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation.

• The board recommends voting for all ten director nominees, KPMG LLP as auditor for fiscal 2026, and approval of executive compensation.

• The company achieved record financial and operational results in fiscal 2025, including 145% net income growth and a 143% stock price increase.

• CEO Kevin Hochman and other executives received industry recognition for leadership and brand turnaround.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors for one-year terms, (2) ratification of KPMG LLP as independent auditor, (3) advisory approval of executive compensation.

• All proposals require a majority of votes cast for approval.

• No shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

• The board consists of ten members, nine of whom are independent; the CEO is the only non-independent member.

• Directors bring diverse experience in restaurant, retail, finance, marketing, operations, and technology.

• Board committees include Audit, Talent & Compensation, and Governance & Nominating, all composed of independent directors.

• The chairman is independent and separate from the CEO role.

• Directors are subject to annual elections and age limits; all attended at least 75% of meetings in fiscal 2025.

• Stock ownership guidelines require directors to hold shares equal to five times their base annual retainer.