BLMN DEF 14A Report ended Dec. 29, 2019

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1.	To elect two members to the Company’s Board of Directors (the “Board” or “Board of Directors”)

2.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 27, 2020

3.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers

4.	To approve the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan

5.	To vote on a stockholder proposal requesting that the Company take action to declassify the Board

6.	To vote on a stockholder proposal requesting that the Board issue a report assessing how the Company could increase efforts to mitigate supply chain greenhouse gas emissions

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1.	To elect two members to the Company’s Board of Directors

2.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 27, 2020

3.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers

4.	To approve the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan

5.	To vote on a stockholder proposal requesting that the Company take action to declassify the Board

6.	To vote on a stockholder proposal requesting that the Board issue a report assessing how the Company could increase efforts to mitigate supply chain greenhouse gas emissions

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•	FOR each of the nominees to the Board of Directors (Proposal 1)

•	FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the fiscal year ending December 27, 2020 (Proposal 2)

•	FOR the non-binding advisory approval of the compensation of our named executive officers (Proposal 3)

•	FOR approval of the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan (Proposal 4)

•	AGAINST the stockholder proposal requesting that the Company take action to declassify the Board (Proposal 5)

•	AGAINST the stockholder proposal requesting that the Board issue a report assessing how the Company could increase efforts to mitigate supply chain greenhouse gas emissions (Proposal 6)

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•	By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

•	By mail, to: Computershare, Bloomin’ Brands, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001

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(1)	Ms. Levy was appointed Chair of the Nominating and Corporate Governance Committee effective March 6, 2020.

•	the integrity and overall quality of our financial statements

•	the effectiveness of our internal control over financial reporting

•	our compliance with legal and regulatory requirements

•	the Independent Auditor’s qualifications and independence

•	the evaluation of enterprise risk issues

•	the performance of our internal audit function and Independent Auditor

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•	oversee our executive compensation policies and practices

•	discharge the responsibilities of our Board of Directors relating to executive compensation of our Chief Executive Officer (“CEO”) and our other executive officers

•	review and approve certain compensation and employee benefit plans, policies and programs; and exercise discretion in the administration of such programs

•	produce, approve and recommend to our Board of Directors for its approval reports on compensation matters required to be included in our annual proxy statement or annual report, in accordance with applicable rules and regulations

•	identify and evaluate individuals qualified to become members of our Board of Directors and to recommend to our Board of Directors the director nominees for each annual meeting of stockholders or to recommend persons to otherwise fill vacancies on the Board of Directors

•	review and recommend to our Board of Directors committee structure, membership and operations

•	develop and recommend to our Board of Directors a set of corporate governance guidelines

•	oversee the evaluation of our Board of Directors and each committee of the Board

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•	calling and presiding at meetings of the independent directors

•	serving as the principal liaison between the Executive Chairman and the independent directors

•	leading the independent director’s evaluation of the Executive Chairman

•	when appropriate, consulting and communicating with stockholders

•	assisting the Executive Chairman with the review and preparation of agendas for Board meetings

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•	Annual retainer of $90,000

•	Additional annual retainer of $25,000 for serving as chair and $10,000 for serving as a member (other than the chair) of the Audit Committee

•	Additional annual retainer of $20,000 for serving as chair and $7,500 for serving as a member (other than the chair) of the Compensation Committee

•	Additional annual retainer of $15,000 for serving as chair and $5,000 for serving as a member (other than the chair) of the Nominating and Corporate Governance Committee

•	Additional annual retainer of $50,000 for serving as the Lead Independent Director

•	Annual grant of Bloomin’ Brands restricted stock units having a fair market value, based on the closing price of the underlying common stock, of $120,000 on the date of our annual meeting of stockholders, vesting as to one-third of the shares subject to the grant immediately prior to our annual meeting of stockholders each year thereafter

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(1)	Cash retainers are paid in quarterly installments.

(2)

Represents restricted stock units (“RSUs”), which vest 33% per year over three years. The amounts represent the full aggregate grant date fair values computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair market value based on the closing price of the underlying common stock is $120,000. As of December 29, 2019 , our current and former non-employee directors held the following aggregate number of RSUs: Ms. Beck, 9,319 shares; Mr. Craigie, 11,089 shares; Mr. Fitzjohn, 11,089 shares; Ms. Grossman, 0 shares; Ms. Levy, 11,089 shares; Mr. Mahoney, 11,089 shares; and Mr. Mohan, 10,295 shares.

(3)	Ms. Grossman resigned effective March 18, 2019.

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•	the firm’s historical and recent plans and performance on our audit

•	the firm’s capability and expertise in handling the breadth and complexity of our operations

•	external data on audit quality and performance, including Public Company Accounting Oversight Board reports on the firm and its peer firms

•	the firm’s independence and objectivity

•	the appropriateness of the firm’s fees for audit and non-audit services, including any effect these fees may have on independence

•	the quality and candor of the firm’s communications with the committee and management

•	the firm’s tenure as our Independent Auditor, including the benefits of having a long-tenured auditor and controls and processes that help safeguard the firm’s independence

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•	attract and retain qualified executives in today’s highly competitive market

•	motivate and reward executives whose knowledge, skills and performance are critical to the success of the business

•	provide a competitive compensation package that aligns management and stockholder interests by tying a significant portion of an executive’s cash compensation and long-term compensation to the achievement of annual performance goals

•	ensure internal equity among the executive officers by recognizing the contributions each executive makes to the success of Bloomin’ Brands

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•	providing a means for our Company to attract and retain talented individuals

•	encouraging the profitability and growth of our Company through annual and long-term incentives that are consistent with our goals and link a portion of compensation to the value of our common stock; and

•	providing incentives which will align the interests of our employees, consultants and directors with those of our stockholders

•	Independent Committee . The 2020 Plan will be administered by the Compensation Committee, which is composed entirely of independent directors who meet NASDAQ standards for independence and are “non-employee directors” under Rule 16b-3(b)(3) of Section 16 (“Section 16”) of the Exchange Act.

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•	No Discounted Stock Options or SARs . All stock option and SAR awards under the 2020 Plan must have an exercise or base price that is not less than the fair market value of the underlying common stock on the date of grant, except in the case of substitute awards granted to employees of an acquired business. The Company does not grant dividend equivalents on stock options or SARs.

•	No Repricing; No Cash Buyout of Underwater Options or SARs . Other than in connection with a corporate transaction affecting the Company, the 2020 Plan prohibits any repricing of options or SARs and the cash buy-out of underwater options or SARs without stockholder approval.

•	No “Evergreen” Share Reserve . The 2020 Plan includes a limited Share Reserve (as defined in the proposed Plan as included in Appendix A) and does not include any “evergreen” provisions.

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Fungible Plan Design . The 2020 Plan uses a so-called “fungible share pool” design. Under this design, so-called “full-value” awards (stock-based awards other than stock options and SARs) will be counted against the Share Reserve at an accelerated rate compared to stock options and SARs. This plan structure offers the Company flexibility in determining what types of equity awards are best suited for its needs within the overall stockholder approved Share Reserve and recognizes that certain types of awards may be more valuable than others. Accordingly, under the fungible share pool, each share of our common stock issued pursuant to a stock option or SAR will reduce the Share Reserve by one share and each share issued pursuant to a full value award will reduce the Share Reserve by 2.1 shares.

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Minimum Vesting Requirements . The 2020 Plan imposes a one-year minimum vesting period for all equity-based awards other than (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction, (ii) shares delivered in lieu of fully vested cash obligations, (iii) awards to non-employee directors vesting on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) awards of up to a maximum of 5% of the Share Reserve.

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No Dividends Paid on Unvested Awards . For any awards providing for a right to dividends or dividend equivalents, if dividends are declared during the period that such award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such award or (ii) be accumulated but remain subject to vesting requirements prior to payment to the same extent as the applicable award. No dividends or dividend equivalents will be paid with respect to options or SARs.

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No “Liberal” Change in Control Definition; No Single-Trigger Vesting upon a Change in Control . The Change in Control definition in the 2020 Plan is not “liberal” and, for example, would not occur merely upon stockholder approval of a transaction. A change in control must actually occur in order for the Change in Control provisions in the 2020 Plan to be triggered. The 2020 Plan does not provide for the automatic acceleration of equity awards in connection with a change in control (other than in a situation where a successor corporation refuses to assume or provide an equivalent substitute award). Instead, the 2020 Plan provides the Committee with the discretion to determine the treatment of outstanding awards in connection with a change of control or in award agreements.

•	Clawback Policy . Awards under the 2020 Plan will be subject to the terms of the Company’s Compensation Recovery Policy and applicable laws and stock exchange listing requirements related to recovery, recoupment, clawback or forfeiture of compensation.

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(1)	The proposed Share Reserve is subject to reduction for any awards granted under the 2016 Plan after April 2, 2020. Upon stockholder approval of the Plan, no further awards will be made under the 2016 Plan.

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•	any person or a “group” within the meaning of Section 13(d) of the Exchange becomes the beneficial owner, directly or indirectly, of securities of the Company, representing more than 50% of the combined voting power of the Company’s then outstanding securities; or

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during any twelve-month period, a majority of the Board of Directors as of the beginning of such period, for any reason, ceases to be comprised of individuals whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors as of the beginning of such period or whose election or nomination for election was previously so approved (other than an individual whose initial assumption of office is in connection with or as a result of an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board of Directors); or

•	consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such event continuing to represent more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; or

•	consummation of the sale of all or substantially all of the assets of the Company, other than a sale after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale.

•	Sales, revenue, net sales, or gross revenues

•	Revenue or sales growth or product revenue or sales growth

•	Same store sales growth

•	Earnings per share, including growth measures

•	Pre-tax income, including growth measures

•	Net income, including growth measures

•	Return measures, including, but not limited to: return on assets or net assets; return on equity; return on operating capital; return on invested capital; and return on sales

•	Cash flow return on investments which equals net cash flows divided by stockholders’ equity

•	Earnings before interest and taxes, including growth measures

•	Earnings before or after taxes, interest, depreciation and/or amortization, including growth measures

•	Debt reduction

•	Financial ratios, including those measuring liquidity, activity, profitability or leverage;

•	Costs, reductions in cost, and cost control measures

•	Share price, including growth measures

•	Total stockholder return, including growth measures

•	Market share

•	Volume growth

•	Customer growth

•	Customer satisfaction

•	Successfully completing divestitures and assets sales

•	Successfully completing acquisitions

•	Regulatory achievements or compliance

•	Restaurant margins, including growth measures

•	Reducing non-operations expenses/operating efficiencies

•	Other operating efficiency measures or ratios

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•	Operating income, including growth measures

•	Return on capital

•	Return on capital employed

•	Pre-tax income margin

•	New unit growth

•	New unit return on investment

•	Product development achievements

•	The attainment of levels of performance of the Company under one or more of the measures described above relative to the performance of other businesses, or various combinations of the foregoing, or changes or additions to any of the foregoing as approved by the Committee.

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•	Greenhouse gas emissions reduction targets associated with Bloomin’s supply chains;

•	Any progress toward specific no-deforestation policies for all relevant commodities in its global operations;

•	Reporting progress toward these goals reported through CDP or similar platforms; and

•	Any proactive implementation efforts by the company, such as time-bound plans, verification processes, or non-compliance protocols.

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*	Indicates less than one percent of common stock.

(1)	According to a Schedule 13G filed with the SEC, on February 4, 2020 , reporting beneficial ownership of 13,135,170 shares, as of December 31, 2019 , BlackRock, Inc. has sole voting power with respect to 12,969,522 shares and sole dispositive power with respect to 13,135,170 shares.

(2)	According to a Schedule 13G filed with the SEC on February 11, 2020 , reporting beneficial ownership of 11,218,394 shares, as of December 31, 2019 , The Vanguard Group has sole voting power with respect to 182,611 shares, shared voting power with respect to 14,665 shares, sole dispositive power with respect to 11,031,673 shares, and shared dispositive power with respect to 186,721 shares.

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(3)	According to a Schedule 13D filed with the SEC on February 3, 2020 , reporting beneficial ownership of 6,404,324 shares, as of January 30, 2020, JANA Partners LLC has sole voting power with respect to 6,404,324 shares and sole dispositive power with respect to 6,404,324 shares.

(4)	According to a Schedule 13G filed with the SEC on March 31, 2017 , reporting beneficial ownership of 6,113,000 shares, as of December 31, 2016, RDB Equities has sole voting power with respect to 6,113,000 shares and sole dispositive power with respect to 6,113,000 shares.

(5)	According to a Schedule 13G filed with the SEC on February 13, 2019 , reporting beneficial ownership of 6,011,484 shares, as of December 31, 2018, Alliance Bernstein, LP has sole voting power with respect to 5,029,351 shares and sole dispositive power with respect to 6,010,474 shares, and shared dispositive power with respect to 1,010 shares.

(6)

Does not include the following number of restricted stock units that will not vest within 60 days of February 14, 2020 : Ms. Beck, 9,319 ; Mr. Craigie, 11,089 shares; Mr. Fitzjohn, 11,089 shares; Ms. Levy, 11,089 shares; Mr. Mahoney, 11,089 shares; and Mr. Mohan, 10,295 shares. Mr. Craigie’s shares include 4,040 shares held in trust for the benefit of his children and Mr. Craigie disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(7)

Includes 90,252 shares subject to stock options with an exercise price of $20.62 per share, 16,781 shares subject to stock options with an exercise price of $21.29 per share, 21,458 shares subject to stock options with an exercise price of $24.10 per share, 43,440 shares subject to stock options with an exercise price of $17.27 per share, 56,577 shares subject to stock options with an exercise price of $17.15 per share, 55,760 shares subject to stock options with an exercise price of $25.36 per share, 58,800 shares subject to stock options with an exercise price of $25.32 per share, 72,551 shares subject to stock options with an exercise price of $17.40 per share, 132,084 shares subject to stock options with an exercise price of $14.58 , 57,445 restricted stock units and 30,344 performance shares units that Mr. Deno has the right to acquire within 60 days of February 14, 2020. Does not include 224,800 shares subject to stock options, 96,676 restricted stock units and 105,148 performance share units that are not exercisable or will not vest within 60 days of February 14, 2020.

(8)

Includes 5,210 shares subject to stock options with an exercise price of $24.10 per share, 7,500 shares subject to stock options with an exercise price of $17.27 per share, 8,791 shares subject to stock options with an exercise price of $17.15 per share, 24,510 shares subject to stock options with an exercise price of $25.36 per share, and 24,331 shares subject to stock options with an exercise price of $25.32 per share that Mr. Kadow has the right to acquire within 60 days of February 14, 2020

(9)

Includes 2,427 shares subject to stock options with an exercise price of $21.29 per share, 2,851 shares subject to stock options with an exercise price of $24.10 per share, 6,157 shares subject to stock options with an exercise price of $17.27 per share, 7,979 shares subject to stock options with an exercise price of $17.15 per share, 4,200 shares subject to stock options with an exercise price of $25.36 per share, 3,407 shares subject to stock options with an exercise price of $25.32 per share, 6,287 shares subject to stock options with an exercise price of $17.40 per share, 3,261 restricted stock units and 4,303 performance shares units that Ms. Lefferts has the right to acquire within 60 days of February 14, 2020. Does not include 6,281 shares subject to stock options, 43,948 restricted stock units and 3,901 performance share units that are not exercisable or will not vest within 60 days of February 14, 2020.

(10)

Includes 23,014 shares subject to stock options with an exercise price of $20.62 per share, 3,227 shares subject to stock options with an exercise price of $21.29 per share, 3,611 shares subject to stock options with an exercise price of $24.10 per share, 4,394 shares subject to stock options with an exercise price of $17.27 per share, 4,207 shares subject to stock options with an exercise price of $17.15 per share, 6,251 shares subject to stock options with an exercise price of $25.36 per share, 3,194 shares subject to stock options with an exercise price of $25.32 per share, 12,574 restricted stock units and 4,604 performance shares units that Mr. Meyer has the right to acquire within 60 days of February 14, 2020. Does not include 54,290 shares subject to stock options, 22,421 restricted stock units and 24,729 performance share units that are not exercisable or will not vest within 60 days of February 14, 2020.

(11)

Includes 15,490 shares subject to stock options with an exercise price of $21.29 per share, 18,487 shares subject to stock options with an exercise price of $24.10 per share, 24,060 shares subject to stock options with an exercise price of $17.27 per share, 75,000 shares subject to stock options with an exercise price of $17.96 per share, 16,973 shares subject to stock options with an exercise price of $17.15 per share, 100,000 shares subject to stock options with an exercise price of $24.14 per share, 14,706 shares subject to stock options with an exercise price of $25.36 per share, 12,166 shares subject to stock options with an exercise price of $25.32 per share, 75,000 shares subject to stock options with an exercise price of $18.73 per share, 18,599 restricted stock units and 25,210 performance shares units that Mr. Scarlett has the right to acquire within 60 days of February 14, 2020. Does not include 40,226 shares subject to stock options, 31,118 restricted stock units and 25,075 performance share units that are not exercisable or will not vest within 60 days of February 14, 2020.

(12)

Includes 186,146 shares subject to stock options with an exercise price of $20.62 per share, 92,847 shares subject to stock options with an exercise price of $24.10 per share, 200,495 shares subject to stock options with an exercise price of $17.27 per share, 261,122 shares subject to stock options with an exercise price of $17.15 per share, 220,589 shares subject to stock options with an exercise price of $25.36 per share, 177,940 shares subject to stock options with an exercise price of $25.32 per share, 550,000 shares subject to stock options with an exercise price of $10.03 per share, 127,860 restricted stock units and 140,050 performance shares units that Ms. Smith has the right to acquire within 60 days of February 14, 2020. Does not include 232,571 shares subject to stock options, 119,682 restricted stock units and 58,569 performance share units that are not exercisable or will not vest within 60 days of February 14, 2020.

(13)	Mr. Stutts joined the Company June 3, 2019. Does not include 50,000 shares subject to stock options and 50,000 restricted stock units that are not exercisable or will not vest within 60 days of February 14, 2020.

(14)

Includes a total of 2,740,272 shares subject to stock options, 219,739 restricted stock units and 204,511 performance share units that our current directors and executive officers have the right to acquire or that will vest within 60 days of February 14, 2020 . Does not include a total of 608,168 shares subject to stock options, 427,815 subject to restricted stock units and 217,422 shares subject to performance share units that our current directors and executive officers do not have the right to acquire within 60 days of February 14, 2020 .

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(1)	Ms. Smith was Chairman and Chief Executive Officer until April 1, 2019 and Executive Chairman until March 6, 2020.

(2)	Mr. Deno was Executive Vice President, Chief Financial and Administrative Officer until April 1, 2019.

(3)	Mr. Meyer was Group Vice President, Financial Planning and Analysis and Investor Relations until April 1, 2019.

(4)	Mr. Scarlett was Executive Vice President, President of Outback Steakhouse until February 14, 2020.

(5)	Mr. Stutts joined the Company June 3, 2019.

(6)	Ms. Lefferts was Group Vice President, US General Counsel and Secretary until July 15, 2019.

(7)	Mr. Kadow departed from the Company July 15, 2019.

•	Comparable restaurant sales increased 2.0% at Outback Steakhouse within the U.S., with 1.2% combined U.S. comparable restaurant sales and positive comparable sales at all U.S. concepts

•	U.S. sales continue to outperform the industry for the third consecutive year. Additionally, Outback continues to take market share, now with 12 consecutive quarters of comps sales growth through Q4 2019

•	Successfully implemented third-party delivery partnerships, which helped to drive a 20% increase in total off-premise sales year over year, with little cannibalization to our own delivery network

•	Grew Dine Rewards to more than 10 million customers, allowing us to leverage the rich data to connect with our most valuable members in specialized ways to enhance customer segmentation opportunities

•	Our investments in customer data have allowed us to strengthen engagement while providing a higher return from our marketing spend

•	Launch of Aussie Grill into U.S., expanding our fast-casual footprint

•	Achieved adjusted operating income margin expansion of 60 basis points in 2019, marking 5 th consecutive quarters of growing margins on a comparable basis

•	Adjusted EPS grew 10% on comparable basis to $1.54 within our Long Term Growth Framework re-established at Analyst Day 2019

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•	Refranchised 18 of our U.S. Company-owned Carrabba’s Italian Grill restaurants for cash proceeds of $3.6 million, net of certain purchase price adjustments

•	Continue to build on our strong free cash flow delivering approximately $130 million per annum generated over the past 3 years.

•	Over the past five years, Bloomin’ Brands has delivered more than $1 billion to shareholders through dividends and share repurchases while modestly paying down debt. In 2019, we utilized free cash flow to repurchase $107 million in stock and distribute $36 million in cash dividends to our shareholders

•	As a result of performance against our annual incentive targets (Revenue Growth, Adjusted EPS Growth, and Operating Income Margin %), the short-term incentive plan earned a payout 101% of target.

•	Driven by performance on adjusted EPS over the prior three-years (2017 through 2019), the performance share units earned a payout of 169% of target.

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•	In response to investor feedback during 2018 to focus on margin expansion, the Compensation Committee added a third metric to the short-term incentive plan - Adjusted Operating Income Margin %. For 2019, Adjusted Operating Income Margin % was weighted 20% and Adjusted EPS and Total Revenue Growth were each weighted 40%.

•	We did not make changes to our long-term incentive program for 2019, as no immediate concerns were raised at the time of our shareholder engagement.

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•	Consolidated the leadership and organizational structure of the casual dining brands to improve efficiency, decision-making and leverage scale.

•	Streamlined our corporate support functions to enable a more agile and operations-focused organization.

•	Elizabeth A. Smith was appointed to serve as Executive Chairman of the Board, effective April 1, 2019. Prior to that, Ms. Smith served as the Company’s Chairman of the Board from 2012 to 2019, and Chief Executive Officer from 2009 to 2019.

•	The Compensation Committee determined to reduce Ms. Smith’s total compensation as Executive Chairman to approximately half of her pay as CEO.

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Ms. Smith’s Executive Chairman compensation consisted of the following: Annual base salary of $750,000 (prorated for 2019), target annual incentive compensation of $975,000 (prorated for 2019), and a one-time long-term incentive grant of $4,125,000, delivered 50% in restricted stock units and 50% in stock options. The LTI award she received upon her transition was her sole LTI compensation in 2019 and is the only LTI grant she is entitled to as Executive Chairman.

•	David J. Deno was appointed Chief Executive Officer, effective April 1, 2019. Prior to that, Mr. Deno served as the Company’s Executive Vice President, Chief Financial and Administrative Officer from 2013 to 2019, and as Executive Vice President, Chief Financial Officer from 2012 to 2013.

•	The Compensation Committee considered ongoing CEO pay levels using peer group competitive data when setting Mr. Deno’s CEO compensation. Mr. Deno’s cash compensation as CEO consisted of the following: Annual base salary of $900,000 and target annual incentive compensation of $1,350,000 (150% of salary), each of which were prorated for 2019.

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Prior to his promotion, Mr. Deno received long-term incentive compensation for his role as CFO, with a target value of $975,000, delivered with equity components consisting 30% in performance share units, 40% in restricted stock units and 30% in stock options. Upon promotion to CEO, Mr. Deno received a long-term incentive grant of $5,000,000 delivered with the same equity component mix to bring his total LTI value to levels more consistent with that of a CEO and to strengthen his alignment with execution of the Company’s 2019 strategic imperatives. The Committee considered the ongoing LTI values for our Peer Group, which were $3.8 million at the 25th percentile, $5 million at the median, and $7.3 million at the 75th percentile. The Compensation Committee will determine the target value of Mr. Deno’s annual long-term incentive grants each year based on market data and his individual performance, and for 2020 determined the amount to be $3.6 million.

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Christopher A. Meyer was appointed to serve as Executive Vice President, Chief Financial Officer, effective April 1, 2019. Prior to that, Mr. Meyer served as Group Vice President, Finance, Treasury and Accounting from 2017 to 2019 and Group Vice President, Financial Planning & Analysis and Investor Relations from September 2014 to November 2017. Mr. Meyer also served in various leadership roles within the Company’s finance, accounting, and investor relations functions since joining the Company in 2004.

•	The Compensation Committee considered competitive market levels for CFO when setting Mr. Meyer’s CFO compensation. Mr. Meyer’s CFO cash compensation consisted of the following: Annual base salary

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Prior to his promotion to CFO, Mr. Meyer received long-term incentive compensation for his prior role with a target value of $187,500. Upon promotion, Mr. Meyer received a grant of $1,275,000 delivered 30% in performance share units, 40% in restricted stock units and 30% in stock options, consistent with the 2019 LTI mix. The award was provided to bring Mr. Meyer’s LTI prior to promotion up to levels more consistent with that of CFOs in our Peer Group. The Compensation Committee will determine the target value of Mr. Meyer’s annual long-term incentive grants each year based on market data and his individual performance, and for 2020 determined the amount to be $595,000.

•	Michael L. Stutts joined the Company on June 3, 2019 as the Executive Vice President, Chief Customer Officer.

•	In connection with his employment, the Compensation Committee set Mr. Stutts’s cash compensation as the following: Annual base salary of $500,000 and target annual incentive compensation of $425,000 (85% of salary), each of which were prorated for 2019.

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Upon his hire, Mr. Stutts received a grant of 50,000 restricted stock units and 50,000 stock options (combined grant date value of $1,092,500), with both awards vesting on a three-year ratable basis. The award was the sole LTI compensation provided to Mr. Stutts in 2019. The Compensation Committee will determine the target value of Mr. Stutts’ annual long-term incentive grants each year based on market data and his individual performance, and for 2020 determined the amount to be $750,000.

•	Kelly M. Lefferts was appointed to serve as Executive Vice President, Chief Legal Officer and Secretary, effective July 15, 2019. Prior to that, Ms. Lefferts served as Group Vice President, U.S. General Counsel and Secretary.

•	In connection with her promotion, the Compensation Committee set Ms. Lefferts’s compensation as the following: Annual base salary of $425,000 and target annual incentive compensation of $361,250 (85% of salary), each of which were prorated for 2019.

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Prior to her promotion to Chief Legal Officer, Ms. Lefferts received long-term incentive compensation for her prior role with a target value of $140,000. Upon promotion, Ms. Lefferts received a grant of 40,000 restricted stock units (grant date value of $726,000), with three-year ratable vesting. The award was provided to bring Ms. Lefferts pre-promotion LTI up to levels more consistent with that of similarly situated Chief Legal Officers based on general industry survey data. The Compensation Committee will determine the target value of Ms. Lefferts’ annual long-term incentive grants each year based on market data and her individual performance, and for 2020 determined the amount to be $595,000.

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•	Increased weighting of Adjusted Operating Income Margin % to 40%

•	Removed EPS as a metric and maintained weighting of Total Revenue Growth (weighted 40%)

•	Added Strategic Priorities (weighted 20%) to support the Company’s execution of strategic priorities looking ahead

•	Increased weighting of Performance Share Units to 67%

•	Reduced Restricted Stock Unit weighting to 33%

•	Removed Stock Options from the LTI mix

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(1)	Ms. Smith was appointed Executive Chairman effective April 1, 2019 after previously serving as Chairman and Chief Executive Officer and the salary shown above relates to her Executive Chairman role.

(2)	Mr. Deno was promoted to Chief Executive Officer effective April 1, 2019 after previously serving as Executive Vice President, Chief Financial and Administrative Officer and the salary shown above relates to his Chief Executive Officer role.

(3)	Mr. Meyer was promoted to Executive Vice President, Chief Financial Officer effective April 1, 2019 after previously serving as Group Vice President, Corporate Financial Planning and Analysis and Investor Relations and the salary shown above relates to his Chief Financial Officer role.

(4)	Mr. Scarlett was promoted to Executive Vice President, Chief Operating Officer, Casual Dining Restaurants effective February 14, 2020, and the salary shown above relates to his role as Executive Vice President, President of Outback Steakhouse prior to that appointment.

(5)	Mr. Stutts was hired as Executive Vice President, Chief Customer Officer effective June 3, 2019.

(6)	Ms. Lefferts was promoted to Executive Vice President, Chief Legal Officer effective July 15, 2019 and the salary shown above relates to her Chief Legal Officer role.

(7)	Mr. Kadow departed the Company effective July 15, 2019.

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•	2019 STIP Measures and Targets

(1)

Adjusted EPS and Adjusted Operating Income Margin % calculations for STIP purposes are similar to the non-GAAP Adjusted EPS and Adjusted Operating Income Margin % that we use in our presentations with stockholders, adjusted to exclude the impact of sale leaseback transactions, certain restaurant closings, foreign exchange translation variance to plan, refranchising activities, certain gains and losses on disposed assets and certain other gains and losses, and the impact of other infrequent occurrences that are not reflective of our business operations (collectively, the “Certain Items”) as approved by the Compensation Committee

(2)

The purpose of the adjustments is to ensure that the measurement of performance reflects factors that management can directly control and that payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business. See Non-GAAP Financial Measures under Item 7 of our Annual Report on Form 10-K for the year ended December 29, 2019 for additional information.

(1)	Ms. Smith, Mr. Deno, Mr. Meyer, and Ms. Lefferts had incentive targets adjusted upon changes in role during 2019; award payments were pro-rated to reflect the percentage applicable to the period prior to their appointment date.

(2)	Mr. Stutts had an incentive target set upon hire, and his award payment was pro-rated based on his hire date.

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•	2019 Performance Results

•	Performance against plan

•	The degree of contribution of each NEO to the Company’s review of strategic objectives during 2019

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•	2019 STIP Payouts

(1)	Payout amounts above are prorated for any NEO who served in their current positions for only a portion of the fiscal year or who changed positions during the fiscal year.

(2)	Due to his departure from the Company prior to payment date, Mr. Kadow was not entitled to his 2019 STIP Plan payout under the STIP Plan.

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(1)

The baseline Adjusted EPS used to measure such growth is $1.40, as disclosed in our Q4 2019 earnings release on a comparable basis for the impact of the new lease accounting standard adopted in Q1 2018. Among its impacts, we no longer recognized the benefit of deferred gains on sale-leaseback transactions, resulting in an increase to Other restaurant operating expense which represented a ten cent reduction in earnings per share for the year. Comparable basis results exclude the benefit in 2018.

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•	Previously Awarded PSUs

(1)	Adjusted EPS as defined for this grant excludes the impact of Certain Items that are not reflective of our business operations.

(1)	Due to the 3-year cliff vesting, none of the 2018 or 2019 PSU awards will vest until fiscal 2021 and fiscal 2022, respectively.

(2)	Mr. Stutts was hired during 2019 and will receive his first PSU grant in 2020.

(3)	Due to his departure July 15, 2019, Mr. Kadow’s outstanding awards were terminated under the terms and conditions of the awards.

•	Administering LTI Awards

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•	Approves the type and amount of compensation paid to our CEO and other executive officers

•	Approves agreements with our executive officers

•	Provides oversight to our equity compensation plan

•	Meets periodically and monitors our compensation arrangements and objectives

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(1)

The base salary amounts for Ms. Smith, Mr. Deno, Mr. Meyer and Ms. Lefferts for fiscal year 2019 are prorated based on position changes during 2019. The base salary amount for Mr. Stutts is prorated based on his hire date of June 3, 2019. The base salary amount for Mr. Kadow is prorated based on his departure date July 15, 2019. The base salary amounts for the NEOs for fiscal year 2017 were as follows: Ms. Smith $1,000,000, Mr. Deno $650,000, Mr. Scarlett $546,415. Because it was a 53-week fiscal year, the 2017 salary amounts reflect an extra week of pay.

(2)

In recognition of their significant responsibilities in 2017 to continue the efforts of the transformational strategy that began in 2016 relating to reinvestments in our product and labor model, cost cutting measures, revisions to our menus and improvements in our supply chain, the Compensation Committee recommended to the Board in March 2017 a payment of special cash incentives to all NEOs other than the CEO. Payments to the NEOs were made in the following amounts: Mr. Deno $200,000 and Mr. Scarlett $150,000. In addition, in recognition of his 25th service anniversary with the Company, Mr. Scarlett was issued a one-time $2,500 bonus in 2019 under the Company’s service anniversary program available to all employees.

(3)

The amounts reported for stock awards represent the aggregate grant date fair value of RSUs and PSUs. The aggregate grant date value of the RSUs was computed in accordance with FASB ASC Topic No. 718, based on the market value of the underlying shares on the date of grant. PSU awards pay out at a range of 0% to a maximum of 200% of their targets based on the following performance measures: 1% for threshold, 100% for target and 200% for maximum. For 2019 , the PSU amounts reported represent the aggregate grant date fair value of the 2019 award based on the probable attainment of the performance measures as of the grant date (assumed to be 100% for target) in accordance with FASB ASC Topic No. 718. The aggregate grant date fair value of the 2019 PSUs assuming achievement of the maximum performance level of 200% would be: Mr. Deno, $3,585,011; Mr. Meyer, $877,539; Mr. Scarlett, $540,007; Ms. Lefferts, $84,627; and Mr. Kadow, $360,005. We recorded compensation expense in 2019 for the aggregate grant date fair value of the 2017 PSUs based on probable attainment of the performance goals as of the grant date as follows: Ms. Smith; $1,034,282, Mr. Deno, $224,094; Mr. Meyer $34,000, Mr. Scarlett, $186,176; and Ms. Lefferts, $31,772. For 2017 and 2018, the PSU amounts reported include the aggregate grant date fair value of the PSUs assuming achievement at Target performance level of 100%. See “—Compensation Discussion and Analysis” under the heading “Long-Term Incentive Equity Awards” for a description of the RSU and PSU terms. See also Note 7, “Stock-based and Deferred Compensation Plans,” in our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for additional information regarding these awards.

(4)	The amounts for option awards represent the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic No. 718. The stock option awards were valued at fair value on the grant date using the Black-Scholes option pricing model. See Note 7, “Stock-based and Deferred Compensation Plans,” in our consolidated financial statements in Item 8 of our Annual Report

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(5)

Non-equity incentive plan compensation represents amounts earned under the performance-based cash incentive plans, or STIPs, established for such years. The amounts earned were based on the achievement of specified, pre-determined levels of Company-wide Adjusted Net Income, concept Adjusted EBIT and/or Total Revenue Growth over the prior year relative to a percentage of the NEOs’ bonus potential. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Short-Term Incentive Plan” for a description of the STIPs for 2019 .

(6)	The table set forth below titled “All Other Compensation” provides additional information regarding these amounts.

(7)	Ms. Smith was Chairman and Chief Executive Officer until April 1, 2019, and Executive Chairman for the remainder of the year, and her salary and bonus were prorated for the year based on her service in such capacities during such periods. Ms. Smith resigned as Executive Chairman effective March 6, 2020 and will continue to serve as a member of the Board.

(8)	Mr. Deno served as Executive Vice President, Chief Financial and Administrative Officer until April 1, 2019, and his salary and bonus were prorated for the year based on his service in such capacity through such date.

(9)	Mr. Meyer was appointed as Executive Vice President, Chief Financial Officer on April 1, 2019, and his salary and bonus were prorated for the year based on his compensation levels in effect during the year.

(10)	Mr. Scarlett was promoted to Executive Vice President, Chief Operating Officer, Casual Dining Restaurants February 14, 2020, and the compensation information shown above relates to his role as Executive Vice President, President of Outback Steakhouse held prior to that appointment.

(11)	Mr. Stutts joined the Company on June 3, 2019.

(12)	Ms. Lefferts was appointed as Executive Vice President, Chief Legal Officer on July 15, 2020 and her salary and bonus were prorated for the year based on her compensation levels in effect during the year.

(13)	Mr. Kadow served as the Company’s Executive Vice President and Chief Legal Officer until July 15, 2019.

(1)

The amount in this column includes $9,700 of premiums paid by us for an endorsement split-dollar life insurance policy with a death benefit of approximately $5.0 million for Mr. Kadow, which was purchased in 2009. We are the beneficiary of the policy to the extent of premiums paid or the cash value, whichever is greater, with the balance to be paid to a personal beneficiary designated by the executive. The remaining amount for Mr. Kadow ($2,079) and the amounts for the other NEOs reflect the imputed income for group term life insurance provided to our executive officers.

(2)	The amounts shown in “Other” reflect executive physical fees and where applicable, wellness incentives paid in connection with our executive medical benefits.

(3)	The amount shown in “Other” includes imputed income of $8,022 (exclusive of income taxes paid by recipient) related to a one-time retirement gift.

(4)	The amount shown in “Other” includes imputed income of $426 related to a milestone service award under the Company’s service anniversary program applicable to all employees.

(5)	The amounts shown in “Other” includes relocation expenses for Mr. Stutts in the amount of $30,462.

(6)	The amount shown in “Other” includes a separation payment to Mr. Kadow of $989,481 in connection with his departure from the Company.

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(1)

Amounts represent potential performance-based cash incentive awards under the 2019 Corporate STIP for all NEOs. The minimum award level is 1% of target bonus, the target award level is 100% of target bonus, and the maximum award level is 200% of target bonus. Actual payouts are derived using a non-linear scale between such points. Threshold is represented with minimum payout of stipulated financial plan (of Total Revenue Growth of 3.1%, Adjusted EPS of $1.53 and Adjusted Operating Margin of 4.76%), but zero payout is possible if threshold performance measures are not met.

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(2)

Amounts represent potential shares to be issued upon settlement of the aggregate number of PSUs granted in 2019 , which vest as to 100% of the shares on the third anniversary of the grant date, contingent upon such executive’s continued employment by us, and the number of shares earned ranges from 0% to 200% based upon the achievement of performance targets set at the beginning of the performance period as follows: 1% for threshold, 100% for target and 200% for maximum. Any portion of the award that is unvested upon termination is generally forfeited. See “—Compensation Discussion and Analysis” under the heading “Long-Term Incentive Equity Awards” for a description of the PSU terms. The executive generally forfeits any portion of the award that is unvested upon the termination date or for which the threshold performance is not achieved. Threshold is represented with minimum payout of stipulated financial plan, but zero payout is possible if threshold performance measure is not met.

(3)

We valued the RSU awards, PSU awards and stock option awards in accordance with FASB ASC Topic No. 718 using the Black-Scholes pricing model for the option awards. See Note 7, “Stock-based and Deferred Compensation Plans,” in our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2019, for the assumptions made to value the stock option awards.

(4)	Stock option and RSUs grants vest fifty-percent of the shares on each anniversary of the grant date, contingent upon the individual’s continued employment or service on the Board of Directors.

(5)	Stock option grants and RSU grants each vest as to one-third of the shares on each anniversary of the grant date, contingent upon the individual’s continued employment.

(6)	Mr. Kadow’s 2019 PSU and stock option awards were forfeited and his 2019 RSU award vested pro-rata for the portion of the vesting period during which he was employed under the terms and conditions of the applicable award agreements and his Separation Agreement, filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2019.

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(1)	Unvested portions of awards are generally forfeited upon termination of employment. See footnote (4) below and “—Potential Payments upon Termination or Change in Control” for additional information regarding accelerated vesting on certain terminations of employment.

(2)	All stock options, RSUs and PSUs are granted under a stockholder approved equity incentive plan.

(3)	Market value is calculated by multiplying $21.68, which was the closing price per share of our common stock on the NASDAQ Global Select Market on December 27, 2019, the last market day of our fiscal year end, by the number of shares subject to the award.

(4)	Stock option grants vest as to 25% of the shares on each anniversary of the grant date, contingent on continued employment.

(5)

PSU grants vest as to 100% of the shares on the third anniversary of the grant date, contingent on continued employment assuming a payout at target performance. The actual number that may be earned ranges from 0% to 200% based upon the achievement of performance targets for the three-year period set on the grant date, as follows: 1% for threshold, 100% for target and 200% for maximum. See “Compensation Discussion and Analysis” under the heading “Long-Term Incentive Equity Awards” for a description of the PSU terms.

(6)	RSU grants vest as to 25% of the shares on each anniversary of the grant date, contingent on continued employment.

(7)	Stock options and RSUs awarded as part of this one-time Transition Grant vest fifty-percent of the shares on each anniversary of the grant date.

(8)	Stock option grants vest as to one-third of the shares on each anniversary of the grant date, contingent on continued employment.

(9)	RSU grants vest as to one-third of the shares on each anniversary of the grant date, contingent on continued employment.

(10)	These represent stock options that remain outstanding from a May 7, 2012 award that fully vested in 2017.

(11)

Mr. Kadow’s outstanding stock options remain exercisable through July 15, 2020 under the terms and conditions of the awards under the 2016 Plan and, with respect to the grants prior to 2017, his Separation Agreement, filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2019. All unvested awards, consisting of 70,404 options, 24,995 RSUs and 24,787 PSUs held by Mr. Kadow as of July 15, 2019 terminated on such date. Based on the closing price of $17.71 on July 15, 2019, the total value of the forfeited stock options, RSUs and PSUs using target performance for PSUs was $896,841.

(1)	Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price.

(2)	Represents the value realized upon vesting of RSUs, based on the market value of the shares on the vesting date. The Company withheld or netted for tax purposes the following number of shares from the distribution of shares upon vesting: Ms. Smith; 56,662 , Mr. Deno; 9,109 , Mr. Meyer; 1,724 , Mr. Scarlett; 10,313 , Ms. Lefferts; 1,536 and Mr. Kadow; 6,522 .

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•	A severance payment, payable in a lump sum 60 days after the termination, equal to (a) with respect to Mr. Deno, two times the sum of his base salary and his target annual cash bonus and (b) with respect to the other named executive officers, one and one-half times the sum of base salary and target annual cash bonus

•	Accelerated vesting of all outstanding equity awards

•	Continued eligibility to participate in group health benefits for 18 months following the termination

•	Outplacement services for six months following the termination

•	Certain other accrued benefits

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•	Upon her death or disability (as defined in the agreement)

•

By us for Cause. “Cause” was defined to include: (i) willful failure to perform, or gross negligence in the performance of, his duties and responsibilities to us or our affiliates (other than any such failure from incapacity due to physical or mental illness), subject to notice and cure periods; (ii) indictment or conviction (or plea of guilty or nolo contendere) of a felony or other crime involving moral turpitude; (iii) engaging in illegal misconduct or gross misconduct that is intentionally harmful to us or our affiliates; (iv) any material and knowing violation by her of any covenant or restriction contained in her employment agreement or any other agreement entered into with us or our affiliates; or (v) any material violation of any of our or our affiliates’ published policies (including with respect to discrimination and harassment, responsible alcohol policy, insider trading and security policy)

•	By us other than for Cause

•

By Ms. Smith for Good Reason. “Good Reason” was defined to include: (i) a material diminution in the nature or scope of her duties, authority or responsibilities, including, without limitation, loss of membership on our Board of Directors (with certain listed exceptions); (ii) a reduction of her annual base salary or annual target cash bonus; (iii) requiring her to be based at a location in excess of 50 miles from the location of our principal executive offices in Tampa, Florida; or (iv) a material breach by us of our obligations under her employment agreement

•	By Ms. Smith other than for Good Reason

•	By Ms. Smith for reason of retirement

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•	Upon his death or disability (as defined in the agreement)

•

By us for Cause. “Cause” is defined to include: (i) willful failure to perform, or gross negligence or insubordination in the performance of, his duties and responsibilities to us or our affiliates (other than any such failure from incapacity due to physical or mental illness), subject to notice and cure periods; (ii) indictment or conviction (or plea of guilty or nolo contendere) of a felony or other crime involving moral turpitude; (iii) engaging in dishonesty, illegal misconduct or gross misconduct that is intentionally harmful to us or our affiliates; (iv) any material and knowing violation by him of any covenant or restriction contained in his employment agreement or any other agreement entered into with us or our affiliates; or (v) any material violation of any of our or our affiliates’ published policies (including with respect to discrimination and harassment, responsible alcohol policy, insider trading policy and security policy)

•	By us other than for Cause

•

By Mr. Deno for Good Reason. “Good Reason” is defined to include: (i) the assignment of duties inconsistent with his position as Chief Executive Officer or a material diminution in the nature or scope of his duties, authority or responsibilities; (ii) a reduction of his annual base salary, unless a similar reduction is made in salary of all similarly situated employees; (iii) requiring him to be based at a location in excess of 50 miles from the location of our principal executive offices in Tampa, Florida; or (iv) a material breach by us of our obligations under his employment agreement

•	By Mr. Deno other than for Good Reason

•	By Mr. Deno by reason of retirement

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•	Restricted stock and RSU awards to our directors become fully vested upon a change of control

•

Restricted stock awards for our employees and consultants provide that upon a change of control (a) restricted stock that remains outstanding or is exchanged or converted into securities of the acquiring or successor entity will continue to vest in accordance with the terms set forth in the award agreement and (b) if the restricted stock will be canceled in exchange for cash consideration, (x) in the case of awards held by our executive officers at the time of such change of control, the restricted stock will instead be converted into a right to receive such cash consideration upon satisfaction of the vesting and other terms and conditions of the award agreement in effect immediately prior to the change of control and (y) in the case of other award recipients, the award will fully vest and be exchanged for the cash consideration at the time of the change of control

•

PSU awards provide that if the award recipient’s employment or other service status with us terminates, the award will terminate as to any units that are unvested at the time of such termination, unless (a) such termination is due to death or disability, in which case a pro rata portion of the award shall vest based on the portion of the performance period for which service was provided, or (b) the termination occurs before the vesting date but after the end of the performance period and is other than for cause (as defined in the agreement), in which case the applicable number of units will vest for that performance period as if such termination had not occurred

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(1)	Amounts in the table do not include amounts for accrued but unpaid base salary, annual bonus or other expenses.

(2)	Amounts in the column represent prorated vesting of April 1, 2019 equity awards for Ms. Smith and Mr. Deno, calculated at target performance, plus 60 days of base salary for Ms. Smith in the event that the Board waives all or a portion of the applicable sixty-day notice requirement.

(3)	Ms. Smith resigned as Executive Chairman effective March 6, 2020 and will continue to serve as a member of the Board. Ms. Smith did not receive any severance payment in connection with her resignation.

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(4)

Amounts represent intrinsic value of unvested in-the-money stock options since the fair market value of a share of our common stock, as of December 27, 2019, was greater than the exercise price of certain stock options held by the named executive officers. Certain stock option grants were out-of-the-money as of the fiscal year end and are included above with a value of $0. Amounts exclude intrinsic value of vested in-the-money stock options. If termination is due to Death or Disability, then all RSUs that are not vested shall become immediately vested in full upon such termination and a pro rata portion (based on the portion of the Performance Period that passed prior to termination of Participant’s Continuous Service) of the Target Number of Performance Awards will immediately vest and become payable in shares upon such termination, as those terms are defined in the applicable plans. Under the applicable award award agreements, upon Retirement, the number of RSUs that vest is determined as of the date of the Retirement on a pro rata basis based on the period employed from the grant date to the departure date.. The dollar amounts are determined by multiplying the number of shares subject to the accelerated or pro rata vested RSUs, as applicable, and Performance Awards by $21.68, the closing price of the Company’s common stock on December 27, 2019.

(5)

Mr. Kadow, who departed from the Company effective July 15, 2019, received the compensation described above under “Separation Agreement: Mr. Kadow.” Mr. Kadow’s 2017, 2018 and 2019 RSU awards vested pro-rata for the portion of the vesting period during which he was employed under the terms and conditions of the applicable award agreements and his Separation Agreement. The value shown is based on a fair market value of $17.63 per share on the vesting date.

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•	The median of the annual total compensation of all our employees, other than Mr. Deno, wa s $14,302.

•	Mr. Deno’s annual total compensation was $7,980,859 , as reported in the Total column of the Summary Compensation Table.

1)

We selected October 1, 2019 as the date on which to determine our median employee. As of that date, we had 84,589 employees, with 73,663 employees based in the United States and 10,926 employees located outside of the United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the Company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding 33 employees in China and 764 employees in Hong Kong. After considering the de minimis exemption, 73,663 employees in the United States and 10,129 employees located outside of the United States were considered for identifying the median employee.

2)

For purposes of identifying the median employee from our employee population base, we considered total cash compensation, as compiled from our payroll records. We selected total cash compensation as it represents the principal form of compensation delivered to all our employees and this information is readily available in each country. In addition, we measured compensation for purposes of determining the median employee using the year-to-date period ended October 1, 2019. Compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on October 1, 2019.

3)

While we concluded there were no changes to our employee population or compensation programs that would significantly impact our pay ratio disclosure, the median employee referenced above is different than the median employee identified in the 2019 Proxy Statement. The original median employee’s compensation for the last completed fiscal year significantly changed over the prior year. As permitted by the SEC rules, the median employee identified above is one whose compensation is substantially similar to the original median employee referenced in the 2019 Proxy Statement based on the compensation measure used to select the original median employee.

4)	Using this methodology, we determined that our median employee was a part-time employee. In determining the annual total compensation of the median employee, such employee’s compensation was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules.

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(i)	designate Participants;

(ii)	determine the type or types of Awards to be granted to each Participant under the Plan;

(iii)	determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards;

(iv)	determine the terms and conditions of any Award;

(v)	determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended;

(vi)	determine whether, to what extent and under what circumstances a tax withholding obligation may be satisfied in cash, Shares, other Awards, or other property;

(vii)	determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;

(viii)	interpret, administer and reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award made under, the Plan;

(ix)	establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and

(x)	determine that the limits in Section 5.2 are not applicable in connection with a Participant’s termination due to death, disability or a Change in Control; and

(xi)	make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

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•	Sales, revenue, net sales, or gross revenues;

•	Revenue or sales growth or product revenue or sales growth; Same store sales growth;

•	Earnings per share, including growth measures; Pre-tax income, including growth measures; Net income, including growth measures; Return measures, including, but not limited to:

•	Return on assets or net assets;

•	Return on equity;

•	Return on operating capital;

•	Return on invested capital; and Return on sales;

•	Cash flow return on investments which equals net cash flows divided by stockholders’ equity; Earnings before interest and taxes, including growth measures;

•	Earnings before or after taxes, interest, depreciation and/or amortization, including growth measures;

•	Debt reduction;

•	Financial ratios, including those measuring liquidity, activity, profitability or leverage; Costs, reductions in cost, and cost control measures;

•	Share price, including growth measures;

•	Total stockholder return, including growth measures; Market share;

•	Volume growth; Customer growth; Customer satisfaction;

•	Successfully completing divestitures and assets sales; Successfully completing acquisitions;

•	Regulatory achievements or compliance; Restaurant margins, including growth measures;

•	Reducing non-operations expenses/operating efficiencies; Other operating efficiency measures or ratios;

•	Operating income, including growth measures; Return on capital;

•	Return on capital employed;

•	Pre-tax income margin;

•	New unit growth;

•	New unit return on investment; and/or Product development achievements;

•	Any other objective or subjective measures as determined by the Committee from time to time; or

•	The attainment of levels of performance of the Company under one or more of the measures described above relative to the performance of other businesses, or various combinations of the foregoing, or changes or additions to any of the foregoing as approved by the Committee.

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(i)	asset impairment expenses or write-downs;

(ii)	litigation, claims, judgments or settlements;

(iii)	unusual, infrequently occurring, extraordinary or nonoperating items;

(iv)	restructurings,

(v)	acquisitions, divestitures or discontinued operations,

(vi)	transaction-related expenses;

(vii)	stock dividends, splits, combinations or exchanges of stock; and

(viii)	the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results.

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