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) March 6, 2019

BLOOMIN’ BRANDS, INC.

(Exact name of registrant as specified in its charter)

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:

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 ☐

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. ☐

On March 6, 2019, the Board of Directors (the “Board”) of Bloomin’ Brands, Inc. (the “Company”), appointed Elizabeth A. Smith to serve as Executive Chairman of the Board, David J. Deno to serve as a director and Chief Executive Officer, and Christopher Meyer to serve as Executive Vice President and Chief Financial Officer, effective April 1, 2019.

Ms. Smith, 55, has served as Chairman of the Board since January 2012 and as Chief Executive Officer and a director since November 2009, and is a member of the Board of Directors of Hilton Worldwide Holdings, Inc. and was previously a member of the Board of Directors of Staples, Inc. from September 2008 to June 2014. Mr. Deno, 61, has served as Executive Vice President and Chief Financial and Administrative Officer since May 2012. Mr. Meyer, 47, has served as the Company’s Group Vice President, Finance and Accounting since November 2017 and as Group Vice President, Finance; Investor Relations Officer from September 2014 until November 2017.

The Company and Ms. Smith entered into a Second Amended and Restated Employment Agreement, effective April 1, 2019, for a two-year term with optional one-year renewals under which Ms. Smith’s base salary will be $750,000, her an annual target bonus will be 130% of base salary (prorated effective April 1, 2019) and she will receive a one-time equity award under the 2016 Omnibus Incentive Compensation Plan (the “Plan”) with a grant date fair market value of $4,125,000 (her “Transition Award”) in lieu of an annual grant. If Ms. Smith’s employment is terminated by the Company other than for Cause or if she terminates employment for Good Reason (with such terms defined in the employment agreement), she will be entitled to a payment of two times her base salary plus a pro rata portion of her target bonus and pro rata vesting of her Transition Award. If Ms. Smith’s employment is terminated due to her retirement, death or disability, her Transition Award will also vest on a pro rata basis and, upon death or disability, she will receive a pro rata portion of her target bonus.

Mr. Deno entered into an Amended and Restated Officer Employment Agreement, effective April 1, 2019, for a five-year term with optional one-year renewals, under which Mr. Deno’s base salary will be $900,000, his annual target bonus will be 150% of base salary (prorated effective April 1, 2019) and he will receive a one-time equity award under the Plan having an aggregate target grant date fair market value of $5,000,000 (his “Transition Award”). Beginning in 2020, the target value of his annual equity award under the Plan will be four times his base salary. If Mr. Deno’s employment is terminated by the Company other than for Cause or if he terminates employment for Good Reason (with such terms defined in the employment agreement), he will be entitled to a payment of two times his base salary plus a pro rata portion of his target bonus and pro rata vesting of his Transition Award. If Mr. Deno’s employment is terminated due to his retirement, death or disability, his Transition Award will vest on a pro rata basis and, upon death or disability, he will receive a pro rata portion of his target bonus.

Mr. Meyer accepted an offer letter from the Company, providing for a base salary of $425,000, an annual target bonus of 85% of base salary (each pro-rated effective April 1, 2019) and an

equity award with a target value equal to 100% of his base salary. He will also receive a one-time equity award with an aggregate grant date fair market value of $1,275,000.

There are no family relationships between any of Ms. Smith, Mr. Deno or Mr. Meyer and any director or other executive officer of the Company, nor are there any transactions between Ms. Smith, Mr. Deno or Mr. Meyer or any member of her or his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the United States Securities and Exchange Commission.

A copy of the Second Amended and Restated Employment Agreement with Ms. Smith, the Amended and Restated Officer Employment Agreement with Mr. Deno and the Offer Letter with Mr. Meyer will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2019.

Item 7.01    Regulation FD Disclosure

On March 8, 2019, the Company issued a press release announcing the appointment of Ms. Smith as Executive Chair of the Board, Mr. Deno as a director and Chief Executive Officer and Mr. Meyer as Chief Financial Officer. 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.

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.

Exhibit 99.1

		NEWS   MEDIA: Cathie Koch Vice President, Corporate Communications (813) 830-5127						INVESTORS: Mark Graff Vice President, Corporate Finance & IR (813) 830-5311

FOR IMMEDIATE RELEASE

Bloomin’ Brands to Host Analyst and Investor Day

Confirms 2019 Guidance

Announces CEO Transition from Liz Smith to David Deno

Chris Meyer Named Chief Financial Officer

TAMPA, Fla., March 8, 2019 – Bloomin’ Brands, Inc. (the “Company”), one of the largest casual dining restaurant companies in the world with four founder-inspired brands including Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse and Wine Bar, (Nasdaq: BLMN) will host an analyst and investor day on Monday, March 11, 2019 in New York City. The presentations will detail the Company’s strategic review of the casual dining segment, portfolio growth initiatives and the key drivers behind the momentum at the Outback Steakhouse brand. The Company will also reaffirm its previously-announced guidance.

Additionally, the Company is announcing that its Board of Directors will implement its Chief Executive Officer (CEO) and Chief Financial Officer (CFO) succession plan effective April 1, 2019. David J. Deno, currently serving as CFAO, has been appointed CEO and a Director of the Company. Christopher Meyer, Group Vice President of Financial Planning & Analysis; Investor Relations, will serve as Executive Vice President and CFO. Liz Smith, current Chairman and CEO, has been appointed to serve as Executive Chairman of the Board of Directors (the “Board”).

Jim Craigie, Lead Independent Director of the Board, stated, “Liz joined the Company in 2009, when the casual dining segment was facing unprecedented headwinds, and the brands needed a refresh. Under her excellent leadership, the portfolio has transformed with strong brands and new and sustainable platforms for growth. Her customer-centric approach has been instrumental in pioneering direct delivery from a full-service chain and creating the first multi-branded restaurant loyalty program. David Deno has been instrumental to the Company’s success and is the ideal person to lead the company going forward.”

Smith added, “The last 10 years as CEO of this great company have been the most rewarding honor of my professional career. I am so proud of our Partners and Team Members, and their dedication to serving our customers and communities. Our brands portfolio is in a strong position to accelerate growth and I have every confidence that under Dave’s leadership we will realize continued success. In addition, Chris’ depth of experience at Bloomin’ Brands, coupled with his knowledge of the brand leadership teams, will ensure a seamless transition. We are fortunate to have such strong talent as I transition from a day-to-day role into the Executive Chair position.”

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Deno joined the Company in 2012 from Best Buy where he served as the President of Asia and Chief Financial Officer for Best Buy International. His hospitality industry career has included more than 15 years in senior level operations and financial positions at PepsiCo/YUM Brands and eight years at Burger King. He is a graduate of Macalester College and earned an MBA from the University of Michigan.

Meyer joined the Company in 2004 and has held progressively responsible positions including Group Vice President Finance and Accounting; Treasurer; and Investor Relations Officer as well as Vice President of Finance for Bonefish Grill. He is a 1994 graduate of the University of Florida, earning his MBA from the same university in 2003.

About Bloomin’ Brands

Bloomin’ Brands, Inc. is one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. The Company has four founder-inspired brands: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse and Wine Bar. The Company operates 1,500 restaurants in 48 states, Puerto Rico, Guam and 20 countries, some of which are franchise locations.

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