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Published: 2025-04-23 20:05:24 ET
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)  April 23, 2025

blmnlogov3.jpg

BLOOMIN’ BRANDS, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3562520-8023465
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)

2202 North West Shore Boulevard, Suite 500, Tampa, FL 33607
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code  (813) 282-1225

 N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock
 $0.01 par value

BLMN
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07    Submission of Matters to a Vote of Security Holders

On April 23, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 77,053,246 shares of Common Stock, representing 90.72% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:

1.Stockholders elected each of the following ten nominees as a director to serve for a one-year term expiring at the 2026 annual meeting of stockholders and until their successors have been duly elected and qualified, as set forth below.

NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
James L. Dinkins70,596,104184,785295,1835,977,174
David George70,575,020210,163290,8895,977,174
Julie Kunkel70,327,930457,337290,8055,977,174
Rohil Lal70,411,537372,319292,2165,977,174
Tara Walpert Levy69,511,0881,269,599295,3855,977,174
John J. Mahoney69,028,8981,756,249290,9255,977,174
Melanie Marein-Efron70,295,144486,102294,8265,977,174
R. Michael Mohan69,737,8301,047,317290,9255,977,174
Jonathon Sagal70,133,036313,341629,6955,977,174
Michael Spanos70,598,497189,930287,6455,977,174

2.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 28, 2025, as set forth below.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
75,593,9011,123,302336,043—

3.Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth below.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
65,600,8515,140,351334,8705,977,174

4.Stockholders approved on a non-binding, advisory basis to hold “say-on-pay” voting every one year in regard to executive compensation.

1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
69,357,49637,6301,610,91070,0365,977,174

5.Stockholders approved the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan, as set forth below.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
64,261,7886,510,545303,7395,977,174

2

6.Stockholders did not approve a non-binding, advisory stockholder proposal to require virtual access at all stockholder meetings.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
33,682,33037,069,174324,5685,977,174

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

 
Exhibit
Number
 
 
Description
10.1
10.2
10.3
10.4
10.5
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



BLOOMIN’ BRANDS, INC.
(Registrant)
Date:April 23, 2025By:/s/ Kelly Lefferts
 Kelly Lefferts
 
Executive Vice President, Chief Legal Officer and Secretary