PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 22, 2026
BLOOMIN’ BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-35625
20-8023465
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2202 North West Shore Boulevard, Suite 500, Tampa, FL33607
(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 class
Trading 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 5.07Submission of Matters to a Vote of Security Holders
On April 22, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 75,618,251 shares of Common Stock, representing 88.71% 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 nine nominees as a director to serve for a one-year term expiring at the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, as set forth below.
Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
James L. Dinkins
64,817,764
845,467
342,310
9,612,710
David George
65,005,761
663,139
336,641
9,612,710
Colleen Keating
64,944,778
727,543
333,220
9,612,710
Julie Kunkel
63,638,729
2,033,306
333,506
9,612,710
Rohit Lal
64,955,244
713,454
336,843
9,612,710
John J. Mahoney
62,676,969
2,986,844
341,728
9,612,710
Melanie Marein-Efron
63,474,883
2,196,559
334,099
9,612,710
R. Michael Mohan
59,768,902
5,902,206
334,433
9,612,710
Michael Spanos
64,942,750
947,640
115,151
9,612,710
2.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 27, 2026, as set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
73,278,970
2,274,489
64,792
—
3.Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
62,878,802
2,924,007
202,732
9,612,710
4.Stockholders approved the Amended and Restated Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan, as set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
55,960,143
9,905,960
139,438
9,612,710
5.Stockholders did not approve the stockholder proposal regarding disclosure of employee retention demographics.
Votes For
Votes Against
Abstentions
Broker Non-Votes
5,973,737
59,839,238
192,566
9,612,710
2
6.Stockholders approved the stockholder proposal regarding issuance of “blank-check” preferred stock.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 24, 2026
By:
/s/ Kelly Lefferts
Kelly Lefferts
Executive Vice President, Chief Legal Officer and Secretary
