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): February 26, 2026

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

1-10275

75-1914582

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3000 Olympus Blvd

Dallas

75019

(Address of principal executive offices)

(Zip Code)

(972)

980-9917

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.10 par value

EAT

NYSE

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).


☐			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 ☐

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. ☐

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.~~07.~~02 Departure ~~Submission~~of Directors or Certain Officers; Election of ~~Matters~~Directors; toAppointment aof ~~Vote~~Certain Officers; Compensatory Arrangements of ~~Security~~Certain ~~Holders~~Officers

~~The~~On ~~Annual~~February ~~Meeting~~26, 2026, Brinker International, Inc. (the “Company”) promoted George Felix, to the position of ~~Shareholders~~Executive Vice President and Chief Marketing Officer. In this role, Mr. Felix will provide leadership and oversee strategy and execution of marketing programs and initiatives at both Chili’s Grill & Bar and Maggiano’s Little Italy. Mr. Felix previously served as Senior Vice President and Chief Marketing Officer for the Company ~~was~~with ~~held~~responsibility onfor ~~November 20~~the Chili’s brand since July 2022. In his expanded role as Executive Vice President and Chief Marketing Officer, ~~2025~~Mr. ~~Matters~~ ~~voted~~Felix ~~upon~~will byearn ~~shareholders~~an atannual ~~that~~base ~~meeting~~salary ~~were:~~of $600,000. He will be entitled to participate in the Company’s annual Bonus Plan with a target bonus of 75% of his base salary, and will be eligible for grants of equity-based awards under the Company’s Stock Option and Incentive Plan (“SOIP”), with his annual award expected to be a value of $750,000 granted in a mix of restricted stock units (“RSUs”) and performance-based RSUs.

~~Proposal~~On 1February 26, 2026, the Board of Directors of the Company also approved a compensation increase for Mika Ware, Executive Vice President and Chief Financial Officer, to reward her high performance and to bring her total compensation closer to the median for her role among the Company’s compensation peer group. Ms. Ware will earn a salary of $675,000 and continue to be entitled to participate in the Company’s annual Bonus Plan with a target bonus of 75% of her base salary. She will also be eligible for grants of equity-based awards under the Company’s SOIP, with her annual award expected to be a value of $900,000 granted in a mix of RSUs and performance-based RSUs.

~~Each~~Ms. ofWare ~~the~~and ~~management’s~~Mr. ~~nominees,~~Felix ~~was~~will ~~elected,~~continue ato ~~director~~be eligible for other benefits to ~~hold~~which ~~office~~executive ~~until~~officers ~~the~~are ~~next~~entitled, ~~Annual~~as ~~Meeting~~described ofin ~~Shareholders~~the orCompany’s ~~until~~most ~~his~~recent orproxy ~~her~~statement ~~successor~~filed iswith ~~elected~~the Securities and ~~qualified~~Exchange Commission on October 3, 2025.

		Number of Shares Voted
Name	For	Against	Withheld	Broker Non-Vote
Frances L. Allen	35,234,155	318,617	75,777	3,507,621
Cynthia L. Davis	35,321,585	242,685	64,279	3,507,621
Joseph M. DePinto	34,766,649	798,267	63,633	3,507,621
Harriet Edelman	34,247,885	1,316,961	63,703	3,507,621
William T. Giles	34,563,082	1,002,055	63,412	3,507,621
Kevin D. Hochman	35,440,077	125,273	63,199	3,507,621
Ramona T. Hood	35,499,915	64,682	63,952	3,507,621
Timothy A. Johnson	35,409,176	157,921	61,452	3,507,621
James C. Katzman	35,237,550	328,124	62,875	3,507,621
Frank D. Liberio	35,375,402	189,944	63,203	3,507,621

There are no family relationships between either Mr. Felix or Ms. Ware and any director or executive officer of the Company, and Mr. Felix and Ms. Ware have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~Proposal~~A 2copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

~~The~~SECTION ~~proposal~~9 to- ~~ratify~~FINANCIAL ~~the~~STATEMENTS ~~appointment~~AND ~~of KPMG LLP as Independent Auditors for Fiscal 2026 was approved. The results were as follows:~~EXHIBITS

For			Against			Abstain			Broker Non-Vote
38,189,677			882,015			64,478			0


Item 9.01			Financial Statements and Exhibits.

~~Proposal~~(d) 3Exhibits.

~~The proposal on executive compensation as approved~~99. ~~The~~1 Press ~~results~~Release ~~were~~dated asMarch ~~follows:~~2, 2026

For			Against			Abstain			Broker Non-Vote
34,195,055			1,332,331			101,164			3,507,621

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRINKER INTERNATIONAL, INC.,a Delaware corporation
Dated: November 24, 2025	By:	/s/ KEVIN D. HOCHMAN
Dated: March 2, 2026	By:	/s/ KEVIN D. HOCHMAN
		Kevin D. Hochman,
		Chief Executive Officer and President
		and President of Chili’s Grill & Bar & Maggiano’s Little Italy
		(Principal Executive Officer)

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