UNITED
STATES
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) April 24,
2018
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,
Florida 33607
(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:
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)) |
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
o
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.
o
Item 2.02 |
Results of Operations and Financial Condition
|
On April 26, 2018, the Company issued a press release reporting its financial results
for the thirteen weeks ended April 1, 2018. A copy of the release is attached as Exhibit
99.1.
The information contained in Item 2.02 of this report, and the exhibit attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated
by reference in any document whether or not filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such document.
Item 5.07 Submission of Matters to
a Vote of Security
Holders.
The Company’s Annual Meeting was held on April 24, 2018. A total of 87,424,822 shares of Common Stock, representing 94.07% 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 three nominees as a director to serve for a term to expire
at the 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, as set forth below. |
Name
|
Votes
For |
Votes
Withheld |
Broker
Non-Votes | |||
David R.
Fitzjohn |
80,883,093 |
1,501,966 |
5,039,763 | |||
John J. Mahoney |
80,991,636 |
1,393,423 |
5,039,763 | |||
R. Michael
Mohan |
80,921,581 |
1,463,478 |
5,039,763 |
|||
2. |
Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent
registered certified public accounting firm for the fiscal year ending December 30, 2018, as set forth below. |
Votes
For |
Votes
Against |
Abstentions
|
Broker
Non-Votes | |||
84,167,380 |
3,245,173 |
12,269 |
— | |||
3. |
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive
officers, as set forth
below. |
Votes
For |
Votes
Against |
Abstentions
|
Broker
Non-Votes | |||
76,344,608 |
6,024,983 |
15,468 |
5,039,763 | |||
Item 7.01 |
Regulation
FD |
Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09 “Revenue Recognition (Topic 606), Revenue from Contracts with Customers”
(“ASU No. 2014-09”). Additional information regarding the Company’s adoption of ASU No. 2014-09 and the impact to historical financial results is attached hereto as Exhibit 99.2. This information is being furnished to assist
investors in understanding how the adoption of ASU No. 2014-09 impacts the Company’s quarterly results.
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Item 9.01 |
Financial Statements and
Exhibits |
(d)
Exhibits.
Exhibit Number |
Description | ||
99.1 |
|||
99.2 |
|||
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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 26, 2018 |
By: |
/s/ David J.
Deno |
David J. Deno | |||
Executive Vice President and Chief Financial and Administrative
Officer (Principal Financial and Accounting Officer) | |||
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