INFORMATION ABOUT THE BOARD OF DIRECTORS AND
GOVERNANCE OF THE COMPANY
Qualifications
to Serve as Director
Each candidate for
director must possess at least the following specific minimum qualifications:
1. Each candidate shall be
prepared to represent the best interests of all the Companys shareholders and not just one particular constituency.
2. Each candidate shall have demonstrated integrity and ethics in both personal and professional settings and have
established a record of professional accomplishment in their chosen field.
3. No candidate shall have any
material personal, financial or professional interest in any present or potential competitor of the Company.
4. Each candidate shall be prepared to participate fully in activities of the Board of Directors, including active
membership on at least one Committee of the Board of Directors and attendance at, and active participation in, meetings of the Board of Directors and the Committee(s) of the Board of Directors of which he or she is a member, and not have other
personal or professional commitments that would, in the Governance and Nominating Committees sole judgment, interfere with or limit their ability to do so.
5. In addition, the Governance and Nominating Committee also desires that candidates possess the following
qualities or skills:
(a) Each candidate shall contribute to the overall diversity of the Board of
Directorsdiversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics.
(b) Each candidate should contribute positively to the existing chemistry and collaborative culture among
the members of the Board of Directors.
(c) Each candidate should possess professional and personal
experiences and expertise relevant to the Companys business. Relevant experiences may include, among other things, large company CEO experience, senior level multi-unit restaurant or retail experience, and relevant senior level experience in
one or more of the following areas: finance, accounting, sales and marketing, organizational development, strategic planning, information technology and public relations.
Although not an automatic disqualifying factor, the inability of a candidate to meet the independence and other governing standards of the NYSE or the
SEC will be a significant factor in any assessment of a candidates suitability.
Current Nominations
The Governance and Nominating Committee
conducted an evaluation and assessment of all of the current directors, for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the
assessment results, the Governance and Nominating Committee recommended to the Board that Messrs. DePinto, Giles, Katzman, Macedo, Mrkonic, Ranade and Roberts and Mms. Allen, Davis and Edelman be nominated for election to the Board of Directors. The
Board accepted the recommendations and nominated such persons. The Governance and Nominating Committee did not receive any recommendations from shareholders of candidates for election to the Board at the Annual Meeting.
Director Independence
The Board reviews the independence of each non-employee director annually to confirm that the director continues
to meet our standards, as well as the applicable requirements of the New York Stock Exchange (NYSE) and rules of the SEC. No member of the Board will be considered independent unless the Board determines that he or she has no material
relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has further determined that no material relationship exists between the Company and each non-employee director outside of their service as a member of the Board of Directors. The Board will not determine any director to be independent if he or she has or has had any of the relationships set forth in the
NYSE rules during the time periods specified in such rules.
The Board of Directors has affirmatively determined each of the following directors is
an independent director as such term is defined in our Corporate Governance Guidelines and the requirements of the SEC and NYSE.
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Frances L. Allen
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Harriet Edelman
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Alexandre G. Macedo
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Cynthia (Cindy) L. Davis
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William T. Giles
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George R. Mrkonic
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Joseph M. DePinto
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James C. Katzman
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Prashant N. Ranade
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The only member of the Board who is not independent is Wyman T. Roberts. Mr. Roberts, as President and Chief
Executive Officer (CEO) of the Company, is the only employee member of the Board. Additionally, Michael George and John W. Chidsey were independent throughout the period in fiscal 2020 that each served on the Board. In this Proxy
Statement we may refer to these directors individually as an Independent Director and collectively as the Independent Directors.
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Making People Feel Special
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Brinker International 2020 Notice & Proxy 9
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