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EAT > SEC Filings for EAT > Form 8-K on 8-Nov-2013All Recent SEC Filings

Show all filings for BRINKER INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BRINKER INTERNATIONAL INC


8-Nov-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submis


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 6, 2013, the Board of Directors for the Registrant approved an amendment to the Bylaws of the Registrant, effective November 8, 2013, to implement a majority vote standard for the election of directors, coupled with a director resignation policy for those directors who do not receive a majority vote. Prior to this amendment, election of the Registrant's directors was subject to a plurality vote standard. A copy of the amended Bylaw is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.



Item 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Registrant was held on November 7, 2013. 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 Withheld Broker Non-Vote
Joseph M. DePinto 58,139,418  412,573       3,936,031
Harriet Edelman   58,161,538  390,453       3,936,031
Michael A. George 58,517,298   34,693       3,936,031
William T. Giles  58,519,133   32,858       3,936,031
Gerardo I. Lopez  58,516,627   35,364       3,936,031
Jon L. Luther     58,463,554   88,437       3,936,031
John W. Mims      58,464,118   87,873       3,936,031
George R. Mrkonic 57,986,214  565,777       3,936,031
Rosendo G. Parra  58,464,094   87,897       3,936,031
Wyman T. Roberts  58,521,164   30,827       3,936,031

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2014 was approved. The results were as follows:

For Against Abstain Broker Non-Vote 61,525,374 945,399 17,249 3,936,031

Proposal 3

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

For Against Abstain Broker Non-Vote 56,083,185 2,436,745 32,061 3,936,031

Proposal 4

The proposal to amend the Company's Stock Option and Incentive Plan was approved. The results were as follows:

For Against Abstain Broker Non-Vote 54,921,260 3,603,101 27,630 3,936,031

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