UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Brinker International, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

BRINKERB R I N K E R

INTERNATIONAL_^®

6820 LBJ Freeway3000 Olympus Blvd.

Dallas, Texas 7524075019

(972) 980-9917

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Virtual Meeting Only - No Physical Meeting Location

To Be Held November 15, 20185, 2020 at 9:00 a.m. (CST)

October 5, 2018September 25, 2020

Dear Shareholder:

We invite you to attend the annual meeting of shareholders (“Annual Meeting”) of Brinker International, Inc. (sometimes referred to here as “Brinker,” “we,” “us,” “our,” or the “Company”) to be held at 9:00 a.m. (CST), on Thursday, November 15, 2018,5, 2020, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of our shareholders, associates and other members of the community, the Annual Meeting will be held in a virtual meeting format only with no physical location. Only shareholders who held shares as of the record date, September 8, 2020, may attend the Annual Meeting.

Prior registration to attend and participate in the Annual Meeting at www.proxydocs.com/EAT is required by 5:00 p.m. (CST) on November 3, 2020. Upon completing your registration (which will require the control number in your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form) you will receive further instructions via email, including your unique links that will allow you to access, view the list of our shareholders of record, submit questions and vote at the Brinker principal executive office campus,virtual Annual Meeting. You will not be able to attend the 2020 Annual Meeting in the building located at 6700 LBJ Freeway, Dallas, Texas 75240. person.

At the meeting,Annual Meeting, we will: (1) elect eight (8)ten (10) directors forone-year terms; (2) vote on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal 20192021 year; (3) cast an advisory vote to approve executive compensation; (4) vote on an amendment to the Company’s Stock Option and Incentive Plan; and (5)(4) conduct any other business properly brought before the meeting.

Your Board of Directors chose September 28, 2018 as the date used to determine the shareholders who will be able to attend and vote at the annual meeting. If you owned shares in Brinker at the close of business on that day, you are invited to attend the annual meeting. Seating at the meeting will be limited to our shareholders, proxy holders and our invited guests. If you own your shares in your name, please bring photo identification to the meeting. If you hold your shares through a bank, broker, or other third party, please bring photo identification and a current statement from that party showing your ownership. Please note that cameras, recording equipment, and other electronic devices will not be permitted at the meeting.

Your vote is important. Whether or not you plan to be present atparticipate in the meeting,Annual Meeting virtually, please take time to vote. If you decide not to attend the annual meeting,Annual Meeting virtually, you may vote on these proposals by proxy.proxy prior to the Annual Meeting. To do so, please cast your vote as instructed in the Notice of Internet Availability of Proxy Materials you received online or by telephone after your review of the proxy materials atwww.proxypush.com/ www.proxydocs.com/EAT (by using your12-digit control number on the Notice of Internet Availability of Proxy Materials to access the website) or, upon your request, after receipt of hard copies of proxy materials. We ask that you cast your vote as promptly as possible. You may also request a paper copy of the proxy card to submit your vote if you prefer.We encourage you to vote online.online prior to the Annual Meeting. It is convenient and saves postage and processing costs. If you vote online prior to the Annual Meeting, by mail, or by telephone and later decide to attend the annual meeting,virtual Annual Meeting, you may come toparticipate in the meetingAnnual Meeting and vote in person.vote.

This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement, and the 20182020 Annual Report are first being made available to shareholders on October 5, 2018.September 25, 2020.

We look forward to seeingspeaking with you at the meeting.

Very truly yours,

Wyman T. Roberts

President and Chief Executive Officer

of Brinker International, Inc. and

President of Chili’s Grill & Bar

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2020

Brinker’s Proxy Statement and 2020 Annual Report for the year ended June 24, 2020

are available at www.proxydocs.com/EAT

BRINKER INTERNATIONAL, INC.

INDEX

PROXY SUMMARY

This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all of the information you should consider before voting. Please read the entire Proxy Statement before casting your vote.

ANNUAL MEETING INFORMATION

				Thursday, November 15, 2018 9:00 AM CST
				Brinker International Inc. Principal Executive OfficeThursday, November 5, 2020 6700 LBJ Freeway9:00 AM (CST) Dallas, Texas 75240

SHAREHOLDERS ACTION

SHAREHOLDERS ACTION

VOTING YOUR SHARES PRIOR TO THE ANNUAL MEETING

Your vote is important. Whether you plan to attend and participate in the annual meetingvirtual Annual Meeting or not, we encourage you to follow the instructions on the Notice of Internet Availability of Proxy Materials.Materials to vote prior to the Annual Meeting. You may vote:

Online Visitwww.proxypush.com/EAT, and enter your12-digit control number needed to access the site (you may find this number on your Notice of Internet Availability of Proxy Materials)Materials, proxy card (if you are a shareholder of record), or follow instructions on your voting instruction form or notice (if your shares are held in street name)

By Phone Call the toll free phone number (866-785-4032) and enter your control number needed to access the site (you may find this number on your Notice of Internet Availability of Proxy Materials, proxy card (if you are a shareholder of record), or follow instructions on your voting instruction form or notice (if your shares are held in street name)

By Mail Request, complete and mail a paper proxy card, as outlined in the Notice of Internet Availability of Proxy Materials

By Phone Call phone number located on proxy card

In Person Attend annual meeting and vote by ballot

If you submit your proxy by telephone or online, you do not need to return your proxy card by mail.

ANNUAL MEETING ADMISSION

PROPOSAL 1

ELECTION OF DIRECTORS

Your proxy will be used toThe Board of Directors recommends that you voteFOR the election of all of the nominees named below unless you abstain from voting or vote against the nominees when you send in your proxy. If any nominee becomes unavailable for election as a result of an unexpected occurrence, we will use your shares to vote for a substitute nominee that the Board of Directors proposes unless you have abstained from voting or voted against the nominees.below. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unavailable to serve. However, if any nominee becomes unable or unwilling to serve as a nominee at the time of the Annual Meeting, the individuals named as proxies may vote for a substitute nominee selected by the Board of Directors. Alternatively, the Board of Directors may reduce the size of the Board of Directors, or leave a vacancy that the Board of Directors may fill at a later date. All nominees are currently serving as directors of the Company and all except Mr. Katzman, were either elected by the shareholders at the 20172019 annual meeting of shareholders.shareholders or subsequently appointed to the Board of Directors. Ms. Allen and Mr. Katzman wasMacedo were duly appointed by the Board of Directors in July 2020, after being recommended by a third-party search firmthe Governance and Nominating Committee for appointment to serve on the Company’s Board of Directors. Ms. Boltz, who currently serves onDirectors following the Board, has decided not to standprocess outlined in the section title Internal Process of Identifying Candidates in this Proxy Statement, which included recommendations forre-election. The Board thanks her for her many contributions to the Company. appointment by a third-party search firm.

Information About Nominees

We are furnishing below certain biographical information about each of the eightten nominees for director. Also included is a description of the experience, qualifications, attributes and skills of each nominee:

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors selectedappointed KPMG LLP as our independent registered public accounting firm for fiscal 2019.2021. Although we are not required to submit this matter to you, the Board of Directors believes that it is good corporate governance to do so. This proposal asks you to ratify this selection. If the appointment of KPMG LLP is not ratified, by you, the Audit Committee will reconsider the appointment. Representatives of KPMG LLP are expected to be present at the annual meeting.Annual Meeting. They will have the opportunity to make a statement if they so desire and they will be available to respond to appropriate questions that you may have.

Audit Fees

The following table sets forth the aggregate fees billed, or estimated to be billed, to us for the fiscal years ended June 27, 201824, 2020 and June 28, 201726, 2019 by our independent registered public accounting firm, KPMG LLP:

For fiscal 2017,2019, annual audit fees related to professional services rendered for the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and the audit of internal control over financial reporting ($759,900)1,000,000) and the issuance of a consent for franchise disclosure documents ($5,500)7,000).

For fiscal 2017, audit-related fees related to the issuance of a comfort letter and the evaluation of technical accounting treatment of certain transactions.

For fiscal 2017,2019, all tax fees were for review of income tax returns, sales tax returns and consultations regarding federal, state, local and international tax matters.

For fiscal 2017,2019, there were no other fees.

The Audit Committee has established policies and procedures for the approval andpre-approval of audit services and permittednon-audit services. The Audit Committee has the responsibility to do the following:

All of the fees for fiscal 20182020 and 20172019 werepre-approved by the Audit Committee or were withinpre-approved guidelines for permittednon-audit services and fees established by the Audit Committee. For fiscal year 2018,2020, the Audit Committee set apre-approved maximum total fee expenditure for unscheduled,on-going audit and tax services with KPMG LLP of $200,000.$100,000. In addition, if the fee for a particular item exceeded $40,000, Audit Committee approval was required.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019.2021.

PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), we are asking you to providecast an advisory,non-binding vote to approve the compensation awarded or paid to our named executive officers as we have described it in theExecutive Compensation section of this Proxy Statement.

As described in detail in theCompensation Discussion and Analysis section, the Compensation Committee (the “Committee”) oversees theour compensation program and the compensation awarded;awarded to our executive officers; adopts changes to the program; and awards compensation as appropriate to reflect the Company’s circumstances and to promote the main objectives of the program. These objectives include:

We are asking you to indicate your support for our named executive officer compensation.compensation as described in this Proxy Statement. We believe that the information we have provided in this Proxy Statement demonstrates that our compensation program is designed appropriately and works to ensure that the interests of our executive officers, including our named executive officers, are aligned with your interest in long-term value creation.

Accordingly, we ask you to approve the following resolution at the annual meeting:Annual Meeting:

RESOLVED, that the shareholders of the Company approve the compensation awarded to the Company’s named executive officers, as disclosed, pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, in theCompensation Discussion and Analysis section, the accompanying compensation tables and related narrative in this Proxy Statement for the Company’s 2018 annual meeting of shareholders.2020 Annual Meeting.

This advisory resolution isnon-binding on the Board of Directors. Althoughnon-binding, the Board and the Committee will review the voting results and consider your concerns in their continued evaluation of the Company’s compensation program. Because this vote is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer; it will not be binding on or overrule any decisions made by the Board of Directors;Directors or Committee; and it will not restrict or limit the ability of the shareholders to make proposals for inclusion in proxy materials related to executive compensation. The Board of Directors has adopted a policy of providing for annual advisory votes to approve executive compensation. Unless the Board of Directors modifies its policy, the next such advisory vote will occur at the Company’s 20192021 annual meeting of shareholders.

THEYOUR BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

PROPOSAL 4

AMENDMENT OF STOCK OPTION AND INCENTIVE PLAN

In September 1998, your Board of Directors adopted the Stock Option and Incentive Plan (the “Plan” ), covering the issuance of up to 13,500,000 shares of Common Stock of the Company. The adoption of the Plan was approved by shareholders in November 1998. In November 2002, November 2005, November 2008, and November 2013, shareholders approved amendments to the Plan to, among other things, increase the number of shares of Common Stock available under the Plan. Where applicable, the number of shares noted in this proposal has been adjusted to reflect the stock splits in November 2001 and November 2006.

The purpose of the Plan is to strengthen our ability to attract and retain key team members and to provide an incentive to team members who will be responsible for the Company’s future growth and continued success. The Plan allows the grant of stock options, stock appreciation rights, and other stock awards to eligible participants. At the annual meeting, you are being asked to approve an amendment to the Plan to increase the number of shares of Common Stock available for options and Stock Awards under the Plan by an additional 1,350,000 shares.

When approving the amendment to the Plan, the Board of Directors considered, among other things, the following:

Reasons for the Proposal

The Board of Directors unanimously recommends that the Company’s shareholders approve the amendment to the Plan. The primary goal of the amendment is to provide us with a sufficient reserve of Common Stock to offer appropriate incentives to eligible participants. Our ability to grant an appropriate number of equity-based awards continues to be crucial in allowing us to effectively compete for key employee talent. It is in the long-term interest of the Company and our shareholders to strengthen the ability to attract, motivate and retain eligible participants, and to provide additional incentive for those persons through stock ownership and other incentives to improve operations, increase profits and strengthen the mutuality of interest between those persons and our shareholders. Our equity program is a key component of our strategy to attract and retain key individuals, and the share requirements of our equity program have grown with us. Each year, the Committee and our management review our overall compensation strategy and determine the allocations of cash and equity compensation in light of ourpay-for-performance philosophy. We continue to believe that equity compensation is critical in motivating key employees and that it effectively aligns employee compensation with shareholder interests. The Plan is the sole plan available for granting equity compensation to our employees.

If the amendment to the Plan is not approved, the number of shares currently available under the Plan may not be sufficient to cover projected awards for an additional year. Thus, if the amendment to the Plan is not approved, we may not be able to provide persons eligible for awards with compensation packages that are necessary to attract, retain and motivate these individuals. If we are unable to grant equity compensation in the future, we may need to consider other compensation alternatives, such as increasing cash compensation.

Board Structure

Each director serves for aone-year term and is subject tore-election by you each year. Prior to recommending a director for nomination forre-election, the Governance and Nominating Committee considers many things, including:

Board Committees

The charters for each of the committees, as well as our Corporate Governance Guidelines, are available at no charge to you in the Corporate Governance section of our website (http://brinker.com/corp_govinvestors.brinker.com/corporate-governance/highlights) ) or by written request directed to us at 6820 LBJ Freeway,3000 Olympus Blvd., Dallas, Texas 75240,75019, Attention: Corporate Secretary.

structure allows Mr. Roberts, as CEO, to focus his time and energy on leading and managing the Company’s business and operations. An independent Chairman of the Board also simplifies the Company’s corporate governance structure by allowing the Chairman of the Board to convene executive sessions with independent directors. The Chairman presides over all executive sessions. Any decision to change the structure in the future will be based on what the Board believes is the most effective and efficient structure for the Company.

The Chairman of the Board’s duties include:

The Board’s Role in Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks, including the Company’s enterprise risk management process that monitors and manages key business risks facing the Company. Throughout the fiscal year, the Board regularly reviews information regarding the Company’s strategic, financial and operational risks. The Board has also delegated certain risk oversight functions to its committees.

The Compensation Committee oversees the management of risks relating to the Company’s compensation policies and practices.

The Audit Committee oversees the management of risks associated with accounting, auditing, financial reporting, and internal control over financial reporting, as well as the effectiveness of the Company’s enterprise risk management process. The Audit Committee also also:

AnBoard, has a choice between cash and restricted stock units for the annual retainer, thus allowing each director to receive compensation in a manner that best fits individual needs. The Chairman of $250,000 was grantedthe Board is required to take at least 50% of his annual retainer in restricted stock units, as elected.

A 25% match in restricted stock units was granted for the annual compensation taken in restricted stock units.

An annual retainer of $60,000 was paid or granted in Providing a combination of equity and cash provides incentive for our directors to focus on long-term performance and shareholder value while still recognizing their energy and effort throughout the year.

Equity grants have historically been made on the first business day of the calendar year following the annual shareholders meeting, however beginning in May of 2019 the grants were and will be made in February, May, August, and November following the Company’s quarterly earnings releases.

Board Committee Retainers

Board members receive the following supplementary annual retainers, paid in quarterly installments, to compensate them for fulfilling additional responsibilities on one or restricted stock units, as elected.more committees:

A 25% match

Additionally, the Committee Chairs receive the following additional supplementary annual retainers, paid in restricted stock units was grantedquarterly installments, to compensate them for the portion of annual compensation taken in restricted stock units.

Annual Grant (allnon-employee directors, including Chairman)additional Chair responsibilities:

Restricted Stock Unit Distribution Timing

Fiscal 2020 Director Compensation Table

Governance and Nominating Committee also exercises its independent business judgment and discretion in evaluating the suitability of a candidate for nomination.

Nominations By Shareholders

As a shareholder, you may recommend one or more candidates to be considered by the Governance and Nominating Committee as a nominee or nominees for election as director of the Company at an annual retainermeeting of $10,000;shareholders. To do so, you must comply with the notice, information, and consent provisions contained in the Company’s Bylaws (current copies of the Company’s Bylaws are available at no charge from the Secretary of the Company and may also be found in our public filings with the SEC). In order for the candidate recommendation to be timely for the Company’s 2021 annual meeting of shareholders, your notice to the Secretary of the Company must be delivered or mailed to and received at our principal executive office no later than May 28, 2021. Any such recommendations received by the Secretary will be presented to the Governance and Nominating Committee for consideration. Suitable candidates (whether identified internally or by a shareholder) who, after evaluation based upon the criteria and process described in “Internal Process of Identifying Candidates” above, are then recommended by the Governance and Nominating Committee and, if approved by the Board of Directors, will be included in our recommended slate of director nominees in our Proxy Statement.

Code of Conduct

Our Brinker International Code of Conduct - Making People Feel Special applies to all our team members. We also have a Code of Conduct for the Board of Directors. Both of these codes are reviewed by the Governance and Nominating Committee annually and revised as appropriate. You may obtain a copy of either Code free of charge in the Corporate Governance section of our website (http://investors.brinker.com/corporate-governance/highlights) or by written request directed to us at 3000 Olympus Blvd., Dallas, Texas 75019, Attention: General Counsel.

Communications with the Board of Directors

If you or any other interested party wishes to communicate with the Board of Directors as a group or with an individual director, you or the interested party may direct such communications to the intended recipient in care of the General Counsel, 3000 Olympus Blvd., Dallas, Texas 75019. The communication must be clearly addressed to the specific group or director. Your Board of Directors has instructed the General Counsel to review and forward any such correspondence to the appropriate person or persons for response.

INFORMATION ABOUT OUR

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the objectives and underlying principles of our executive compensation programs, how the programs are designed to align with shareholder interests and how compensation of our NEOs in fiscal 2020 aligned with performance.

Table of Contents

Executive Summary

Our brands, Chili’s and Maggiano’s, are about people more than food. Our passion is making people feel special, loved and included. We allow our guests to enjoy a night off, give them a place to catch up, and provide comfort after a hard day. We bring people together to celebrate family and friends. Our more than 62,000 team members are the key to making that happen for more than 3.5 million guests at our Company-owned restaurants every week. The unprecedented novel coronavirus (“COVID-19”) outbreak has kept people apart, caused anxiety and uncertainty, created financial and personal burdens and, worst of all, resulted in sickness and loss of life. During this historic disruption, we adapted our business and found ways to take care of our team members and to make people feel special despite the circumstances. Our efforts made an impactful difference in the lives of our team members and guests, enabled our business to remain strong and allowed us to significantly outperform the casual dining industry during the second half of fiscal 2020.

The Compensation Committee believes that the Company’s ability to succeed, including in times of extraordinary challenge, depends in large measure on our ability to attract and retain executives who deeply share the Company’s values, who are able to innovate and adapt during circumstances such as COVID-19 and who create and execute successful long-term strategies that increase shareholder value.

2020 Performance & COVID-19 Response

Our fiscal 2020 performance was built on the foundation of multi-year strategic investments and decisions to provide significantly greater convenience to our guests, to create a first-class digital guest experience and to improve the quality of our food and service. In recent years, we executed these strategies by investing in and upgrading both the Chili’s online ordering system and mobile app to expand online and mobile ordering capabilities. These expanded capabilities include easier payment functionality, loyalty program enrollment, redemption of rewards, reordering of recent purchases or favorites with only a few clicks or taps and mobile app notification of guest arrival at restaurants for curbside service. Our guests have responded favorably, with online and mobile orders growing significantly in recent years. Our Margarita of the Month and 3 for $10 value platforms launched at Chili’s in fiscal 2018 and continue to be multi-year traffic drivers. In fiscal 2019, we entered a multi-year exclusive partnership with DoorDash for third party delivery. We leveraged technology so that orders on DoorDash platforms are sent directly to our point of sale system and streamline our delivery operations. In fiscal 2020, we developed the capability for our guests to place delivery orders directly from our Chili’s and Maggiano’s websites and Chili’s mobile app. We also continued to focus on improving the quality of our food and service, and our guests recognized these improvements with better food and service scores in our

guest surveys. These strategies and investments produced positive multi-year trends and fiscal year results at our Company-owned restaurants prior to the COVID-19 pandemic.

Our multi-year strategies also resulted in all-time highs in guest satisfaction scores at Chili’s during fiscal 2020, and these guest satisfaction scores translated into market share gain for Chili’s. According to third-party data, for the first half of fiscal 2020, Chili’s comparable restaurant sales were approximately 3 percentage points better than average comparable restaurant sales reported by participating casual dining industry competitors for the same period.

When the COVID-19 pandemic hit the United States, our values, strategies and investments proved to be even more critical and allowed us to quickly adapt when government regulations required dining rooms to be closed in order to slow the spread of COVID-19. We effectively transformed our operations, took care of our team members and safely served guests with the following actions that produced the following results in the fourth quarter of fiscal 2020:

During the COVID-19 pandemic, we made people feel special by making them feel safe and providing them some consistency and comfort in an ever-changing environment.

Our highly effective operating adaptations, our significant outperformance of the casual dining industry and our decisive actions to preserve cash and secure liquidity for the foreseeable future were also critical in providing assurance that Brinker would continue to be a long-term viable company and a strong leader in the casual dining industry during and after the pandemic. This allowed the Company’s share price to quickly begin recovering substantial shareholder value after the initial investor reactions and share price declines caused by the COVID-19 pandemic. The Company’s actions to preserve cash and secure liquidity included significantly reducing capital expenditures, marketing spending and general and administrative costs; reducing salaries, with proportionately larger salary reductions taken by the executive team; obtaining financial flexibility from our lenders through amending our revolving credit agreement; suspending dividend and share repurchase activity; and raising capital through an equity offering. While all restaurant support center team members and above-restaurant leaders had salaries reduced, the salaries of our restaurant management teams were not reduced in recognition of the important work they performed to operate our adapted business model through the pandemic. The Company did not utilize government funding intended for small businesses.

The Company’s financial actions and operating performance allowed the Company to pay down debt, which resulted in the Company’s debt level at the end of the fourth quarter being lower than the debt levels at the end of the prior three quarters. We also provided our shareholders frequent interim sales reports and business updates during the fourth quarter so that shareholders could understand the impact of COVID-19 on the Company and be informed of the Company’s actions and most recent results.

Throughout fiscal 2020 our innovation team worked on an exciting strategic initiative to reach more guests through technology and better utilization of our existing restaurants. These efforts were accelerated during the COVID-19 pandemic. During the last week of fiscal 2020 we launched It’s Just Wings^TM, a new brand available for delivery from more than 1,000 existing company owned Chili’s and Maggiano’s kitchens. It’s Just Wings features boneless and bone-in chicken wings with 11 different sauces and rubs, curly fries and fried OREO^® cookies. Our supply chain capabilities, technology, operational systems and partnership with DoorDash allowed us to successfully launch It’s Just Wings coast to coast with unprecedented speed. By using our existing kitchens and restaurant team members, It’s Just Wings is able to reach new guests with great food delivered at a better value than our competitors. Since its launch, It’s Just Wings has seen initial success in growing our sales by catering to our guests’ increasing preference for more convenient food available through technology platforms.

Named Executive Officers

The Company’s named executive officers (“NEOs”) for fiscal 2020 are as follows:

All NEOs other than Mr. Baltes (collectively, the “Brinker NEOs”) were compensated under the same compensation plans in fiscal 2020, while Mr. Baltes was compensated under plans specific to Maggiano’s.

Compensation Philosophy and Strategy

Our compensation strategy is to attract and retain well-qualified executives and to motivate them to achieve business results that create long-term shareholder value. Pay for performance is a long-standing, underlying principle for our compensation programs. Our compensation philosophy also incorporates the following principles and practices:

The Committee has also applied our pay for performance philosophy to the design of our compensation plans so that our executives are neither paid windfall compensation nor penalized with unachievable targets when certain extraordinary events occur. Further discussion of this principle and adjustments made to achievement levels can be found in the Pay for Performance section of this CD&A.

2020 Compensation Highlights

The following are some of the highlights of our fiscal 2020 executive compensation programs:

The Compensation Committee and How Compensation Decisions are Made

Structure and Responsibilities of the Compensation Committee

The Committee is comprised entirely of independent directors. The Board has also determined that each Committee member qualifies as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act. The Committee is responsible for aligning our compensation programs with our compensation philosophy of creating long-term shareholder value and rewarding performance. Specifically, the Committee designs compensation plans and reviews and approves any compensation decisions regarding our CEO and other Executive Officers identified in this Proxy Statement (the “Executive Officers”). Further information about the duties of the Committee can be found in the Compensation Committee Charter, which is located on our website at http://investors.brinker.com/corporate-governance/highlights. To ensure the Committee is able to effectively carry out its responsibilities, it takes the following actions:

Roles of the Compensation Committee, Consultants and Management

The Committee is responsible for evaluating the performance of the CEO and Executive Officers and recommending to the Board compensation plans and levels for the CEO and Executive Officers. The Committee utilizes Pearl Meyer, independent benchmarking information from Meridian and input from the CEO on the individual performance of other Executive Officers. The CEO does not provide input on his own compensation. The Committee considers these data sources and applies its own independent judgment in establishing a total compensation program comprised of base salary, short-term incentives targeted as a percentage of base salary and long-term incentives.

The Committee annually reviews the performance of its consultants. Pearl Meyer and Meridian are expectedeach retained by and report directly to attendthe Committee. Pearl Meyer has also assisted the Board in conducting a peer evaluation of individual Board members, but does not have any other consulting engagements with the Company. The Committee regularly asks Pearl Meyer to provide independent advice on current trends in compensation design, including compensation levels, the merits of particular forms of compensation, relative weighting of compensation elements and compensation best practices. Meridian does not have any other consulting engagements with the Company. The Committee has affirmatively determined that Pearl Meyer and Meridian are each independent, and their respective engagements do not raise any conflicts of interest as required by the SEC and NYSE.

Benchmarking

Meridian provides the Committee with market data regarding base salary, short-term incentive targets, long-term incentive values and total compensation. The benchmarking proxy peer group is carefully selected based on criteria including restaurant and brand product industries, operating structure, location and size. As of the time this peer group was selected, we were near the median of our proxy peer group in terms of revenue size. Proxy data from our benchmarking peer group was blended with data from Meridian’s database, as well as data from other restaurant companies that participate in the Chain Restaurant Total Rewards Association (CRTRA) Compensation Survey, to provide us with benchmark information that we believe accurately reflects the market in which we compete for executive talent. The following table lists the companies used in fiscal 2020 as our benchmarking proxy peer group:

Benchmarking Proxy Peer Group

Meridian’s benchmark information was used to establish ranges for targeted total compensation (base salary + short-term cash incentives + long-term equity incentives). We strive to be competitive in the marketplace by appropriately balancing all elements of compensation (short-term versus long-term and fixed versus variable) while recognizing our performance, as well as the individual’s performance, criticality and experience, and internal pay equity. There is no fixed percentage which determines the mix between cash and non-cash compensation, but compensation is significantly weighted towards variable compensation (short- and long-term). The table below shows the percentage of fixed versus variable compensation elements for 2020 targeted total compensation.

Fiscal 2020 Targeted Fixed Versus Variable Compensation Mix

Compensation Principles and Practices

Highlights of Our Compensation Programs

Pay for Performance

The Company’s compensation programs are aligned with our business initiatives and have been designed to pay commensurate with the level of performance generated. This philosophy is most evident in the mix of pay used to compensate our executives.

Our fiscal 2020 compensation packages for our CEO and other NEOs were heavily weighted towards variable compensation. Long term incentives constituted the largest portion of the target total direct compensation opportunity for our CEO. The graphs below show the target pay mix for our CEO and other NEOs based on annual salary levels (excluding temporary salary reductions), annual short term incentive at target and the economic value (at the time of grant) of stock options, restricted stock units (“RSUs”) and performance RSUs granted during the year.

The Committee has also applied our pay for performance compensation philosophy to the design of our compensation plans so that executives are motivated to add value to the ongoing operations of our business through efforts that are within their control. Our compensation plan provisions are designed to provide for adjustments to be made when the Committee calculates achievement levels so that our executives are neither paid windfall compensation nor penalized with unachievable targets when certain extraordinary events occur. As an example of how this principle has avoided windfall compensation, during fiscal 2018 the Committee adjusted financial targets under our compensation plans in order to neutralize the impact of a reduced tax rate implemented as a result of the Tax Cuts and Jobs Act. These adjustments by the Committee increased the compensation plan targets so that the reduced tax rate did not allow executives to have greater achievement and receive windfall compensation as a result of one-time, external circumstances unrelated to their own performance. As another example of an adjustment, in fiscal 2019 the Committee excluded the large profits received from the Company’s sale leaseback transactions when calculating achievement of financial targets under our compensation plans so that achievement levels were not inflated as a result of a one-time, capital structuring event. This principle incorporated into our compensation plans and these actions by the Committee ensure the strategic intent of our compensation program is accomplished.

In fiscal year 2020 the Committee made adjustments to targets and calculations under our compensation plans to neutralize the impact of an extraordinary, one-time event: the COVID-19 pandemic. Adjustments were required pursuant to provisions of our compensation plan documents from the time of original, pre-pandemic adoption and were not made on an ad hoc or discretionary basis. These adjustments are

detailed in the applicable sections of this CD&A describing achievement levels for fiscal 2020. The Committee did not allow for any fiscal 2020 awards to exceed 100% of target payouts despite the superior performance of the Company before and during the pandemic. The Committee also did not make replacement grants to executives, reprice stock options or make off-cycle supplemental grants, which avoided windfall executive compensation, excessive shareholder dilution and asymmetric risk and reward compensation scenarios.

Under the circumstances of the COVID-19 pandemic, these compensation plan adjustment features allow the Committee to retain talented executives and continue to motivate them to work toward adjusted and achievable targets that recover and grow shareholder value. The Committee believes that the pandemic adjustments made and the compensation ultimately paid to executives in fiscal 2020 is consistent with the application of the adjustment principle in prior years, as described above, that eliminated windfall benefits for executives. The payouts under our compensation plans in fiscal 2020 reward our executives’ superior performance to ensure the continued viability of the Company and protect shareholder value. Furthermore, our executive pay remains appropriately aligned with shareholder experience as all stock options granted in the prior eight years were underwater as of the end of fiscal 2020 and outstanding equity awards had significantly less value than targeted grant date values as a result of the pandemic-caused decrease in the Company’s stock price as of the end of the fiscal year. Our NEOs realized compensation in fiscal 2020 was also significantly below target compensation, which further highlights the alignment of their compensation with shareholder experience.

Realized Pay

In furtherance of the Company’s philosophy of rewarding executives for superior performance, prior stock compensation gains (or the lack thereof) are not considered in setting future compensation levels. However, we believe that reporting actual compensation realized compared to target compensation opportunities granted for our CEO illustrates our pay for performance philosophy and the difficulty and rigor of performance targets set by the Committee. Set forth below is the actual compensation realized by our CEO in each of the last three fiscal years compared to the target compensation reported in our Summary Compensation Table for each such fiscal year.

Performance shares granted in fiscal 2018 for all Brinker NEOs were earned at the end of fiscal 2020 based on our compound annual growth rate (“CAGR”) in Adjusted EPS (as defined in the Performance Share Plan) as compared to a targeted CAGR of 8.6% over the three-year measurement period. As stated in our fiscal 2018 proxy statement, the Committee adjusted the fiscal 2020 Adjusted EPS target under the plan to be higher to neutralize the impact of a decreased corporate tax rate implemented by the Tax Cut and Jobs Act. The Committee also made adjustments in fiscal 2020 to neutralize the impact of COVID-19 pursuant to the provisions of the plan. To do so, the Committee reviewed the growth in Adjusted EPS through the 32 months of the performance period before the pandemic, the trajectory of the Company’s sales and profits and the Company’s pre-pandemic financial forecast for the remainder of fiscal 2020. Before the pandemic, with only 4 months left in the 36-month performance period, the Company was forecasting a CAGR of 9.5% for the full performance period. This achievement level would have resulted in a distribution percentage of 111% of the target performance shares. The Committee also considered the negative impact of COVID-19 on shareholder value, the negative impact of COVID-19 on the value of the performance share awards for executives and the importance of making adjustments to targets or in calculations pursuant to the Committee’s historical practice and strategy (and the terms of the governing plan document) for retaining and motivating executives. After making adjustments to neutralize

the impact of the pandemic, the Committee determined that the Company achieved a CAGR of 9.5%, which correlated to a distribution percentage of 111%, but the Committee then used its discretion to adjust the final distribution percentage downward to 100% of the target performance shares under the fiscal 2018 Performance Share Plan.

Fiscal 2020 Executive Compensation and Benefit Components

For the fiscal year ended June 24, 2020, the principal components of compensation and benefits for our NEOs were:

In the sections that follow we detail what each element of compensation is intended to reward and how each component of compensation is determined. It is important to note that, while each individual component is reviewed, all decisions are made in a total compensation context.

Base Salary

Base salaries provide our executives with a level of certainty about their compensation. Annually, we review base salaries during our benchmarking process. An individual’s base salary is dependent on the size and scope of the position, his or her experience and, most importantly, his or her performance.

For a period of approximately 8 weeks during the fourth quarter, the CEO’s salary was reduced by 50%, the salaries of Executive Officers with the title EVP were reduced by 30% and the salary of Executive Officers with the title of SVP were reduced by 25%. For fiscal 2020, the total base salary of our CEO, President of Maggiano’s and CSCO declined as a result of these reductions. Our CFO and CAO’s total 2020 salaries increased compared to 2019 despite their temporary salary reductions as a result of larger merit increases made near the beginning of fiscal 2020 to compensate each for increased responsibility and tenure in role, as well as to be more competitive with median salaries for those positions among our benchmarking peer group.

Short-Term Incentives

Our Brinker Profit Sharing Plan is a cash-based annual incentive arrangement in which the Brinker NEO’s participate, together with all restaurant support center team members that do not work for the Maggiano’s brand. This plan measures both financial performance and achievement of key performance indicators (“KPIs”).

Prior to his departure from the Company on June 3, 2020, the former President of Maggiano’s participated in the Maggiano’s Profit Sharing Plan, a cash-based annual incentive arrangement in which all restaurant support center team members that work for the Maggiano’s brand participated.

The maximum award that any individual can receive under the Brinker Profit Sharing Plan and, for Mr. Baltes prior to his departure, the Maggiano’s Profit Sharing Plan is 200% of his or her individual short-term incentive target. Mr. Baltes forfeited any payment under the Maggiano’s Profit Sharing Plan upon his departure. The following table details the actual short-term incentive payout for fiscal 2020 versus targets set for the NEOs:

Fiscal 2020 Short-Term Incentive Payout versus Target

Brinker Profit Sharing Plan

The elements of the Brinker Profit Sharing Plan and achievement of targets are described below.

Financial Measure (2/3 Weighting)

For fiscal 2020, the Committee established an Adjusted Net Income target of $178.7 million that required management to continue to grow the profitability of the Company. Consistent with the Committee’s compensation principals, practices in prior years and as required under the terms of the underlying plan document, the Committee made adjustments to the Company’s income measures in order to include or exclude specified items or to neutralize the impact of specific events. During fiscal 2020, the Committee excluded from Adjusted Net Income incremental depreciation expense resulting from changes in the estimated useful lives of certain restaurant assets and expenses from restaurant impairment charges, restaurant closure charges, and one-time costs relating to the acquisition of 116 previously franchised Chili’s restaurants. Pursuant to the provisions of the underlying plan document that specifically required adjustments for pandemics, the Committee also made adjustments in the calculations of Adjusted Net Income to neutralize the impact of COVID-19. The Committee compared the Company’s financial performance through the first eight months of the fiscal year to targets for such period in the financial plan approved by the Board in the first quarter of the fiscal year. Through the eighth month of the fiscal year, the Company’s actual Adjusted Net Income was 99.03% of the target Adjusted Net Income that was planned for the same period at the start of the fiscal year. The Committee determined that at a minimum the Company would have maintained that level of performance if the pandemic had not occurred because the Company’s upward sales and profit trajectories and pre-pandemic financial forecasts indicated the Company would surpass the target. The Committee also evaluated the following: the success of the Company’s long-term strategies in growing sales and profits before the pandemic, management’s extraordinary efforts to swiftly adapt during the pandemic to continue safely serving guests; management’s effectiveness in preserving cash and liquidity during the pandemic; and Chili’s significant outperformance of the casual dining industry during the pandemic. Based on the Company’s results through the first eight months of the fiscal year and the other factors considered, the Committee determined that neutralizing the impact of the pandemic resulted in Adjusted Net Income equal to 99.03% of target. Actual Adjusted Net Income of 99.03% of target equates to a 95.16% payout for the financial measure under the Brinker Profit Sharing Plan.

KPI Measure (1/3 Weighting)

For the Brinker Profit Sharing Plan, the KPI performance portion was based on two equally weighted KPIs: Comp Sales and a guest satisfaction score measured by averaging Food Great scores and Server Attentive scores at Chili’s. The Company used Food Great and Server Attentive scores as a KPI due to the focus at Chili’s to improve the food and service for guests, with a scoring methodology that focuses on driving the best guest experiences. The Comp Sales target combines the results from both company-owned Chili’s and Maggiano’s restaurants. For fiscal 2020, the Comp Sales target was 2.7% and the target guest satisfaction score for average Food Great and Server Attentive scores was 69.0. Based on the Company’s unique scoring methodology, achievement of the guest satisfaction KPI required a very high percentage of guests to be satisfied or extremely satisfied and a very low percentage to be neutral or unsatisfied. The Committee reviewed achievement of KPI’s both pre-pandemic and for the full fiscal year. The Company’s results pre-pandemic through the first eight months of fiscal 2020 was 2.1% for Comp Sales and a 69.5 average Food Great and Server Attentive score, resulting in a weighted average achievement of 83.13% under the KPI performance portion of the Brinker Profit Sharing Plan. The Company’s actual results through the end of fiscal 2020 were -10.1% for Comp Sales (equating to a 0% achievement for this portion of the KPI measurement) and a 73.2 average Food Great and Server Attentive score (equating to a 200% achievement for this portion of the KPI measurement), resulting in a weighted average achievement of 100% under the KPI performance portion of the Brinker Profit Sharing Plan. The Committee determined that the lower 83.13% achievement level from the pre-pandemic period is the most appropriate achievement level under the circumstances because it correlated to the pre-pandemic financial results and was not impacted by the unique circumstances of COVID-19.

Payout

The resulting payout for the Brinker NEOs, as well as all team members at the Company’s restaurant support center, was 91.15% of target based upon the achievements described above, calculated as follows: 2/3 x 95.16% actual Adjusted Net Income achievement + 1/3 x 83.13% KPI achievement.

Maggiano’s Profit Sharing Plan

Although no payment was made to Mr. Baltes in fiscal 2020 under the Maggiano’s Profit Sharing Plan, the following brief description is provided to explain the plan details that governed his target award opportunity. The Maggiano’s Profit Sharing Plan is a cash-based annual incentive arrangement in which the former President of Maggiano’s participated, together with all restaurant support center team members that work for the Maggiano’s brand. Two-thirds of awards under this plan are based on achievement of adjusted profit before taxes compared to target profit before taxes for the Maggiano’s brand. One-third of awards under the Maggiano’s Profit Sharing Plan are based on achievement of two equally weighted KPIs compared to target KPIs. The KPIs selected for fiscal 2020 were Comp Sales at Maggiano’s and a guest satisfaction score measured by guests’ intent to return. All targets were established by the Committee during the first quarter and were set at levels that were difficult to achieve. Mr. Baltes forfeited his award opportunity under the Maggiano’s Profit Sharing Plan in connection with his departure from the Company, and no other Executive Officers participate in the Maggiano’s Profit Sharing Plan.

Long-Term Incentives

The Committee granted each of the Brinker NEOs a mix of stock options, performance shares and restricted stock units. Target long-term incentive values were determined by the Committee by analyzing benchmark data, performance, program cost and total compensation targets. Once the target value was established, the number of shares granted was based on delivering 50% of the value in performance shares, 25% of the value in stock options and 25% of the value in restricted stock units. We believe compensation programs that reward executives for performance with equity in the Company further aligns the interests of executives and shareholders and motivates executives to create long-term shareholder value.

All equity-based awards, including stock options, are generally granted on the last Thursday of each August. The number of shares granted each year fluctuates based on our stock price and other equity unit valuation methods (i.e., Black-Scholes for stock options). However, the grant date may be adjusted if the Committee anticipates the release of material nonpublic information.

Performance Shares

We grant performance shares to emphasize our pay for performance philosophy and to balance out the volatility associated with stock options. The Committee targets a certain dollar value for each performance share grant. The number of performance shares granted is then determined based on the stock price at the date of grant, and is calculated using the formula of (A) targeted value of performance share grant divided by (B) the stock price at the date of grant.

Performance shares granted in fiscal 2020 for all Brinker NEOs will be earned based on our CAGR in Adjusted EPS (as defined in the plan document) as compared to a target CAGR of 10.0% over a three-year measurement period ending in fiscal 2022. The Company’s Adjusted EPS will be calculated in accordance with the terms of the underlying plan document, which requires the Committee to make adjustments to the Company’s EPS calculated in accordance with GAAP in order to include or exclude the effects of certain items, for example, pandemics, restructuring charges and impairment charges. The Committee expects to make adjustments under the fiscal 2020 Performance Share Plan to neutralize the impact of the COVID-19 pandemic. As discussed earlier in this CD&A, the Committee makes adjustments per the plan documents to avoid windfall compensation and to avoid penalizing management for unanticipated, extraordinary one-time events. These adjustment provisions in our compensation plans are dictated by plan terms and are not discretionary under the plan document. They reflect an important feature of our compensation program that helps to retain and motivate executives with achievable targets within their control.

The target performance share award (which is granted near the beginning of the measurement period) is adjusted by the payout percentage determined after the end of the performance period, which ranges from 0% to 200% (see chart below). To earn 100% of a target award, the Company must achieve a 10.0% CAGR in Adjusted EPS over the measurement period. To determine earned shares, the number of performance shares awarded will be multiplied by the distribution percentage corresponding to the Company’s CAGR at the end of the measurement period. The distribution percentage is determined using linear interpolation between 0.1% CAGR up to 20.0% CAGR (Ex. 15.1% CAGR = 151.0% earned share distribution), as demonstrated in the table below.