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 29, 2015


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)
(I.R.S. 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))
 
 
 
 
 





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

The 2015 Annual Meeting of Stockholders of Bloomin’ Brands, Inc. (the “Company”) was held on Wednesday, April 29, 2015. The final results of voting on each of the matters submitted to a vote of security holders at the 2015 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 2018 Annual Meeting of Stockholders and until his or her successors has been duly elected and qualified, as set forth below.

Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Andrew B. Balson
 
86,754,195
 
12,262,031
 
13,316,576
David R. Fitzjohn
 
97,393,535
 
1,622,691
 
13,316,576
John J. Mahoney
 
97,054,450
 
1,961,776
 
13,316,576

2.
Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 27, 2015, as set forth below.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
111,865,698
 
354,709
 
112,395
 

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
84,946,951
 
13,896,575
 
172,700
 
13,316,576

Item 8.01    Other Events.

On April 29, 2015, the Board of Directors (the “Board”) of the Company adopted a Lead Independent Director Charter. James R. Craigie, one of the Company’s independent directors, was elected Lead Independent Director for a one-year term.
    
A copy of the Lead Independent Director Charter is furnished under Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
        
 
Exhibit
Number
 
 
Description
 
 
 
 
 
99.1
 
Bloomin’ Brands, Inc. - Charter of the Lead Independent Director of the Board of Directors, adopted April 29, 2015





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: May 5, 2015
 
By:
/s/ Joseph J. Kadow
 
 
 
Joseph J. Kadow
 
 
 
Executive Vice President and Chief Legal Officer
 
 
 
 





Exhibit 99.1


BLOOMIN’ BRANDS, INC.

CHARTER OF THE LEAD INDEPENDENT DIRECTOR
OF THE BOARD OF DIRECTORS

Effective April 29, 2015

A.
Purposes of the Lead Independent Director

The purposes of the Lead Independent Director of the Board of Directors (the “Board”) of Bloomin’ Brands, Inc. (the “Company”) are to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board of Directors may determine, from time to time.

B.
Election and Removal

If the offices of Chairman of the Board and Chief Executive Officer are held by the same person, the independent directors may annually elect with a majority vote an independent director to serve in a lead capacity (the “Lead Independent Director”). Although elected annually, the Lead Independent Director is generally expected to serve for more than one year. The Lead Independent Director may be removed or replaced at any time with or without cause by a majority vote of the independent directors.

For purposes of this Charter, "independent" means meeting the requirements for independent directors under NASDAQ Stock Market Listing Rule 5605(a)(2).

C.
Lead Independent Director’s Responsibilities

The Lead Independent Director shall have the following responsibilities:

(i)To preside at all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent directors.

(ii)To call meetings of the independent directors.

(iii)To serve as the principal liaison between the Chairman and the independent directors, including such items as providing the Chairman input on the agenda for Board meetings and feedback after Board meetings.

(iv)To recommend to the Nominating and Corporate Governance Committee and to the Chairman, selection for the membership and chairman position for each committee of the Board.

(v)To interview, along with the chair of the Nominating and Corporate Governance Committee, all director candidates and make recommendations to the Nominating and Corporate Governance Committee.

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(vi)To be available, when appropriate, for consultation and direct communication with stockholders.

(vii)To lead the independent directors’ evaluation of the CEO’s effectiveness as Chairman and CEO.

D.
Evaluation of Lead Independent Director

On an annual basis, the independent directors shall evaluate the Lead Independent Director’s performance under this Charter. In conducting this review, the independent directors shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The independent directors shall address all matters that the independent directors consider relevant to the Lead Independent Director’s performance and recommend any changes or modifications to the Charter to the full Board for approval.

E.
Advisors

The Lead Independent Director shall have the authority to retain outside advisors and consultants who report directly to the Board of Directors on Board-wide issues, and the Lead Independent Director may, at the Company's sole expense, select, retain and consult with outside counsel and other advisors as the Lead Independent Director deems appropriate.

Additionally, to the extent requested by the Lead Independent Director and where appropriate, the Chief Legal Officer shall provide advice and counsel, as appropriate, to the Lead Independent Director in fulfilling the Lead Independent Director's duties.


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