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BLMN > SEC Filings for BLMN > Form 8-K on 18-Nov-2013All Recent SEC Filings

Show all filings for BLOOMIN' BRANDS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BLOOMIN' BRANDS, INC.


18-Nov-2013

Change in Directors or Principal Officers, Financial Statements and Exhibit


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2013 the Board of Directors (the "Board") of Bloomin' Brands, Inc. (the "Company") increased its size from nine to ten members and appointed James R. Craigie to the Board. Mr. Craigie, age 60, has been the Chief Executive Officer of Church & Dwight Co., Inc. since 2004 and Chairman and Chief Executive Officer since 2007.

Mr. Craigie will serve as a Class II director, which class will stand for re-election at the 2014 annual meeting of stockholders. Mr. Craigie was also appointed to the Board's Audit Committee to replace Mindy Grossman, who will now serve on the Board's Compensation Committee.

Mr. Craigie will participate in the Company's standard outside director compensation program. Pursuant to this program, each member of the Board who is not an employee of the Company, founder of the Company or associated with Bain Capital, LLC or Catterton Partners receives an annual retainer of $90,000 and, for those serving as a member of the Audit Committee, an additional retainer of $10,000. In addition, such directors receive a grant of restricted stock units with a fair market value equal to $100,000 for each year of Board service. Upon attending his first Board meeting, Mr. Craigie will receive an initial grant pro-rated for the number of months that he will serve on the Board through the date of the next annual meeting of stockholders. One-third of the restricted stock units will vest on the date of each annual meeting of stockholders following the grant date. Mr. Craigie entered into the Company's standard indemnification agreement, the form of which was filed as an exhibit to the Company's registration statement on Form S-1 filed on April 6, 2012, as amended (Registration No. 333-180615).

The Board has determined that Mr. Craigie satisfies the definition of "independent director" and the requirements for service on the Board's Audit Committee under the Nasdaq listing standards.

On November 18, 2013, the Company issued a press release announcing the appointment of Mr. Craigie to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  Exhibit
  Number    Description

  99.1      Press release issued by the Company on November 18, 2013.


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