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EX-99 - BRINKER INTERNATIONAL INCrrd360003_38741.htm

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 8, 2012

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)).

 

 

Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders of the Registrant was held on November 8, 2012. 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 Votes

Name

For

Withheld

Broker Non-Vote

Douglas H. Brooks
Joseph M. DePinto

Michael J. Dixon
Harriet Edelman
Jon L. Luther
John W. Mims
George R. Mrkonic
Rosendo G. Parra

60,745,058

61,802,646

61,799,821

61,661,270

61,796,555

61,800,399

61,715,459

61,793,333

1,333,102

275,514

278,339

416,890

281,605

277,761

362,701

284,827

5,254,441

5,254,441

5,254,441

5,254,441

5,254,441

5,254,441

5,254,441

5,254,441

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2013 was approved. The results were as follows:

For

Against

Abstain

Broker Non-Vote

66,704,796

454,000

173,805

0

Proposal 3

The proposal on executive compensation was approved. The results were as follows:

For

Against

Abstain

Broker Non-Vote

61,513,877

352,327

211,956

5,254,441

 

Item 7.01. Regulation FD Disclosure

In the Press Release, the Registrant announced that at the November 8, 2012 Board of Director's Meeting, the Board of Directors declared a quarterly dividend of $0.20 per share on the common stock of the company. The dividend will be payable on December 27, 2012 to shareholders of record as of December 7, 2012.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release, dated November 8, 2012.

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.

 

BRINKER INTERNATIONAL, INC.

     
     

Date: November 8, 2012

By:

/s/ Douglas H. Brooks

   

Douglas H. Brooks, Chairman of the Board

   

President and Chief Executive Officer

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