Monitor the say-on-pay vote outcome; 96% approval last year suggests strong shareholder alignment. The fiscal 2027 compensation changes (CEO base salary +7.0% to $1.15M, bonus target to 185% of salary) signal continued confidence in management. No contested items or activist pressure evident in this filing.
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Executive Summary
Brinker International filed its definitive proxy statement for the 2026 Annual Meeting. The filing details strong fiscal 2026 performance with total revenues growing 7.9% and net income per diluted share growing 30.6% YoY. CEO Kevin Hochman's total compensation was $10.7M, with the annual bonus plan paying out at 139.9% of target and long-term performance shares paying at 200% of target. The proxy includes standard proposals: election of nine directors, ratification of KPMG as auditor, and an advisory say-on-pay vote. No shareholder proposals or contested director elections are on the ballot.
Key Facts
- Total revenues grew 7.9% in fiscal 2026 to $5.807 billion
- Net income per diluted share grew 30.6% compared to fiscal 2025
- CEO Kevin Hochman's total compensation for fiscal 2026 was $10,679,756
- Annual bonus plan paid out at 139.9% of target
- Long-term performance shares (fiscal 2024-2026) paid out at 200% of target
- Say-on-pay vote at 2025 annual meeting received 96% support
- Board recommends FOR all proposals: director elections, auditor ratification, say-on-pay
- No shareholder proposals on the ballot
- Timothy A. Johnson not standing for re-election; board size reduces to nine
- KPMG LLP appointed as auditor for fiscal 2027 with $1,152,000 in audit fees
Financial Impact
Total revenues $5.807 billion (up 7.9% YoY); net income $487.0 million; pre-tax income $580.9 million; CEO total compensation $10.7 million
Risk Factors
- CEO pay ratio of 442:1 may attract shareholder scrutiny despite strong performance
- Continued reliance on Chilis brand performance for overall results
- Fiscal 2027 compensation increases (CEO equity +23.8%) could face opposition if growth decelerates
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001193125-26-402857 |
| Document: 0001193125-26-402857-index-headers.html | 0001193125-26-402857 |
| Document: 0001193125-26-402857-index.html | 0001193125-26-402857 |
| Document: 0001193125-26-402857.txt | 0001193125-26-402857 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 14, 2026 12d ago | Press Release | $204.91 $204.14 | ▼ −0.38% | ▲ +0.73% | $187.98 (−8.26%) |
Oct 2, 2026 25d ago | Court Ruling | $194.16 $190.44 | ▼ −1.92% | ▼ −2.47% | $187.98 (−3.18%) |
Sep 25, 2026 4w ago | DEFA14A | $202.45 $199.11 | ▼ −1.65% | ▼ −1.47% | $187.98 (−7.15%) |
Sep 25, 2026 4w ago | DEF 14A | $202.45 $199.11 | ▼ −1.65% | ▼ −1.47% | $187.98 (−7.15%) |
Sep 17, 2026 5w ago | 8-K | $199.56 $196.71 | ▼ −1.43% | ▼ −1.31% | $187.98 (−5.80%) |
Sep 10, 2026 6w ago | Insider Cluster | $212.49 $214.16 | ▲ +0.79% | ▲ +1.23% | $187.98 (−11.53%) |
Sep 8, 2026 6w ago | Insider Cluster | $215.31 $214.69 | ▲ +0.29% | ▼ −0.31% | $187.98 (+12.69%) |
Sep 2, 2026 7w ago | Court Ruling | $228.88 $230.22 | ▲ +0.59% | ▲ +0.97% | $187.98 (−17.87%) |
Aug 31, 2026 8w ago | Insider Cluster | $233.98 $231.00 | ▼ −1.27% | ▼ −1.72% | $187.98 (−19.66%) |
Aug 31, 2026 8w ago | Insider Cluster | $233.98 $231.00 | ▼ −1.27% | ▼ −1.72% | $187.98 (−19.66%) |
US Market Status
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