8-K


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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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FORM 8-K
 
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Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2015
 
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BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
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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

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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:
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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).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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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 October 29, 2015. 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
51,526,135
80,426
478,956
3,660,952
Joseph M. DePinto
51,514,153
85,897
485,467
3,660,952
Harriet Edelman
51,049,520
552,712
483,285
3,660,952
Michael A. George
51,107,370
491,110
487,037
3,660,952
William T. Giles
51,104,468
494,009
487,040
3,660,952
Gerardo I. Lopez
51,106,907
491,804
486,806
3,660,952
Jon L. Luther
51,579,575
18,954
486,988
3,660,952
George R. Mrkonic
50,978,566
621,383
485,568
3,660,952
Jose Luis Prado
51,512,080
86,250
487,187
3,660,952
Wyman T. Roberts
51,513,028
86,797
485,692
3,660,952

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2016 was approved. The results were as follows:

For
Against
Abstain
Broker Non-Vote
53,624,366
1,639,694
482,409
3,660,952

Proposal 3

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

For
Against
Abstain
Broker Non-Vote
51,096,994
453,653
534,870
3,660,952

Proposal 4

The proposal on re-approval of profit sharing plan was approved. The results were as follows:

For
Against
Abstain
Broker Non-Vote
51,004,622
576,079
504,816
3,660,952





Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure

At its October 29, 2015 meeting, the Board of Director's of the Company declared a quarterly dividend of $0.32 per share on the common stock of the Company. The dividend will be payable on December 24, 2015 to shareholders of record as of December 4, 2015.
Section 9 - Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated October 29, 2015.




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: October 29, 2015
By:
 
/s/ Wyman T. Roberts
 
 
 
Wyman T. Roberts,
 
 
 
Chief Executive Officer and
 
 
 
President and President of Chili’s Grill and Bar
 
 
 
(Principal Executive Officer)