Document


_________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________


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): November 16, 2017
 
_____________________________________
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
 _____________________________________
 
 
 
 
 
 
Delaware
 
1-10275
 
75-1914582
(State of
Incorporation)
 
(Commission
File Number)
 
(IRS Employment
Identification No.)
6820 LBJ Freeway
Dallas, Texas 75240
(Address of principal executive offices)
Registrant’s telephone number, including area code 972-980-9917

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









Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Brinker International, Inc. (the "Company") was held on November 16, 2017. 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.
 
Number of Shares Voted
 
 
 
 
 
Name
For
Against
Withheld
Broker Non-Vote
Elaine L. Boltz
40,145,316
196,073
18,600
3,893,593
Joseph M. DePinto
40,237,186
102,750
20,053
3,893,593
Harriet Edelman
40,138,323
203,777
17,889
3,893,593
Michael A. George
39,948,226
393,438
18,325
3,893,593
William T. Giles
39,733,941
607,567
18,481
3,893,593
Gerardo I. Lopez
34,416,766
5,925,886
17,337
3,893,593
George R. Mrkonic
39,924,249
415,223
20,517
3,893,593
Jose Luis Prado
40,033,035
306,143
20,811
3,893,593
Wyman T. Roberts
40,129,854
210,475
19,660
3,893,593

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2018 was approved. The results were as follows:
For
Against
Abstain
Broker Non-Vote
43,118,350
708,293
426,939
3,893,593

Proposal 3

The proposal on executive compensation was approved. The results were as follows:
For
Against
Abstain
Broker Non-Vote
39,331,318
506,861
521,810
3,893,593

Proposal 4

The proposal on frequency of executive compensation was approved. The results were as follows:
1 Year
2 Years
3 Years
Broker Non-Vote
35,562,043
37,973
4,741,193
3,893,593









Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure

At its November 16, 2017 meeting, the Board of Director's of the Company declared a quarterly dividend of $0.38 per share on the common stock of the Company. The dividend will be payable on December 28, 2017 to shareholders of record as of December 8, 2017.
Section 9 - Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated November 16, 2017.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
BRINKER INTERNATIONAL, INC.
 
 
 
Dated: November 16, 2017
By:
 
/s/ Wyman T. Roberts
 
 
 
Wyman T. Roberts,
 
 
 
Chief Executive Officer and President
 
 
 
(Principal Executive Officer)