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Brinker International, Inc – ‘10-K’ for 6/26/19 – ‘EX-4.F’

On:  Thursday, 8/22/19, at 4:28pm ET   ·   For:  6/26/19   ·   Accession #:  703351-19-37   ·   File #:  1-10275

Previous ‘10-K’:  ‘10-K’ on 8/27/18 for 6/27/18   ·   Next:  ‘10-K’ on 8/24/20 for 6/24/20   ·   Latest:  ‘10-K’ on 8/23/23 for 6/28/23   ·   8 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/22/19  Brinker International, Inc        10-K        6/26/19  112:14M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    250K 
 2: EX-4.F      Instrument Defining the Rights of Security Holders  HTML     38K 
 3: EX-10.J     Material Contract                                   HTML     84K 
 4: EX-10.K     Material Contract                                   HTML     76K 
 5: EX-10.L     Material Contract                                   HTML     58K 
 6: EX-10.M     Material Contract                                   HTML     71K 
 7: EX-10.O     Material Contract                                   HTML     82K 
 8: EX-13       Annual or Quarterly Report to Security Holders      HTML   1.65M 
 9: EX-21       Subsidiaries List                                   HTML     34K 
10: EX-23       Consent of Experts or Counsel                       HTML     33K 
11: EX-31.A     Certification -- §302 - SOA'02                      HTML     38K 
12: EX-31.B     Certification -- §302 - SOA'02                      HTML     38K 
13: EX-32.A     Certification -- §906 - SOA'02                      HTML     32K 
14: EX-32.B     Certification -- §906 - SOA'02                      HTML     32K 
21: R1          Document and Entity Information                     HTML     58K 
22: R2          Consolidated Statements of Comprehensive Income     HTML    121K 
23: R3          Consolidated Balance Sheets                         HTML    161K 
24: R4          Consolidated Balance Sheets (Parenthetical)         HTML     41K 
25: R5          Consolidated Statements of Cash Flows               HTML    138K 
26: R6          Consolidated Statements of Shareholders' Deficit    HTML     90K 
27: R7          Consolidated Statements of Shareholders' Deficit    HTML     31K 
                (Parenthetical)                                                  
28: R8          Nature of Operations and Summary of Significant     HTML    133K 
                Accounting Policies                                              
29: R9          Revenue Recognition                                 HTML    232K 
30: R10         Sale Leaseback Transactions Sale Leaseback          HTML     43K 
                Transactions                                                     
31: R11         Equity Method Investment                            HTML     39K 
32: R12         Other Gains and Charges                             HTML    103K 
33: R13         Goodwill and Intangibles                            HTML    104K 
34: R14         Accrued and Other Liabilities                       HTML     76K 
35: R15         Income Taxes                                        HTML    139K 
36: R16         Debt                                                HTML     66K 
37: R17         Leases                                              HTML     68K 
38: R18         Fair Value Measurements                             HTML     55K 
39: R19         Stock-Based Compensation                            HTML     74K 
40: R20         Savings Plans                                       HTML     36K 
41: R21         Supplemental Cash Flow Information                  HTML     52K 
42: R22         Commitments and Contingencies                       HTML     49K 
43: R23         Segment Information                                 HTML    189K 
44: R24         Quarterly Results of Operations (Unaudited)         HTML    107K 
45: R25         Effect of New Accounting Standards                  HTML     41K 
46: R26         Subsequent Events                                   HTML     37K 
47: R27         Nature of Operations and Summary of Significant     HTML    169K 
                Accounting Policies (Policies)                                   
48: R28         Nature of Operations and Summary of Significant     HTML     63K 
                Accounting Policies (Tables)                                     
49: R29         Revenue Recognition (Tables)                        HTML    236K 
50: R30         Other Gains and Charges (Tables)                    HTML     65K 
51: R31         Goodwill and Intangibles (Tables)                   HTML    105K 
52: R32         Accrued and Other Liabilities (Tables)              HTML     78K 
53: R33         Income Taxes (Tables)                               HTML    138K 
54: R34         Debt (Tables)                                       HTML     61K 
55: R35         Leases (Tables)                                     HTML     63K 
56: R36         Fair Value Measurements (Tables)                    HTML     42K 
57: R37         Stock-Based Compensation (Tables)                   HTML     62K 
58: R38         Supplemental Cash Flow Information (Tables)         HTML     55K 
59: R39         Segment Information (Tables)                        HTML    186K 
60: R40         Quarterly Results of Operations (Unaudited)         HTML     82K 
                (Tables)                                                         
61: R41         Nature of Operations and Summary of Significant     HTML    127K 
                Accounting Policies (Narrative) (Details)                        
62: R42         Nature of Operations and Summary of Significant     HTML     42K 
                Accounting Policies (Fair Value Assumptions Using                
                Black-Scholes Option-Pricing Model) (Details)                    
63: R43         Nature of Operations and Summary of Significant     HTML     54K 
                Accounting Policies Schedule of Weighted Average                 
                Number of Shares (Details)                                       
64: R44         Revenue Recognition - Deferred Development and      HTML     41K 
                Franchise Fees (Details)                                         
65: R45         Revenue Recognition - Remaining Performance         HTML     50K 
                Obligation, Expected Timing of Satisfaction                      
                (Details)                                                        
66: R46         Revenue Recognition - Financial Statement Impact    HTML     70K 
                of Transition to ASC 606 (Details)                               
67: R47         Revenue Recognition - Pro Forma Adjustments to      HTML    148K 
                Condensed Consolidated Statement Statement of                    
                Income (Unaudited) (Details)                                     
68: R48         Revenue Recognition - Pro Forma Adjustment to       HTML    147K 
                Condensed Consildated Balance Sheet (Unaudited)                  
                (Details)                                                        
69: R49         Revenue Recognition - Pro Forma Adjustments to      HTML    119K 
                Cash flows from Operating Activities (Unaudited)                 
                (Details)                                                        
70: R50         SALE LEASEBACK TRANSACTIONS Sale Leaseback          HTML    102K 
                Transactions - Additional Information (Details)                  
71: R51         Equity Method Investment (Narrative) (Details)      HTML     52K 
72: R52         OTHER GAINS AND CHARGES - Schedule Of Other Gains   HTML     80K 
                And Charges (Details)                                            
73: R53         Other Gains and Charges - Additional Information    HTML    125K 
                (Details)                                                        
74: R54         Goodwill (Changes In Carrying Amount Of Goodwill)   HTML     50K 
                (Details)                                                        
75: R55         Goodwill AND INTANGIBLES Schedule of Intangibles    HTML     68K 
                (Details)                                                        
76: R56         GOODWILL AND INTANGIBLES Schedule of Intangibles    HTML     53K 
                (Narrative) (Details)                                            
77: R57         ACCRUED AND OTHER LIABILITIES - Schedule of Other   HTML     86K 
                Accrued Liabilities (Details)                                    
78: R58         Accrued and Other Liabilities (Other Liabilities)   HTML     64K 
                (Details)                                                        
79: R59         Income Taxes (Income Before Provision For Income    HTML     41K 
                Taxes) (Details)                                                 
80: R60         Income Taxes (Provision For Income Taxes From       HTML     65K 
                Continuing Operations) (Details)                                 
81: R61         Income Taxes (Reconciliation Between Reported       HTML     52K 
                Provision For Income Taxes And Amount Computed By                
                Statutory Federal Income Tax Rate) (Details)                     
82: R62         Income Taxes (Deferred Income Tax Assets And        HTML     88K 
                Liabilities) (Details)                                           
83: R63         Income Taxes (Narrative for Deferred Income Taxes   HTML     48K 
                and Tax Reform) (Details)                                        
84: R64         Income Taxes (Reconciliation Of Unrecognized Tax    HTML     43K 
                Benefits) (Details)                                              
85: R65         Income Taxes Income Taxes (Narrative Details for    HTML     39K 
                Unrecognized Tax Benefits) (Details)                             
86: R66         Debt (Long-Term Debt) (Details)                     HTML     58K 
87: R67         Debt (Long-Term Debt Maturities Excluding Capital   HTML     52K 
                Lease Obligations) (Details)                                     
88: R68         Debt (Narrative) (Details)                          HTML    103K 
89: R69         Leases (Narrative) (Details)                        HTML     43K 
90: R70         Leases (Rent Expense Detail) (Details)              HTML     42K 
91: R71         Leases (Future Minimum Lease Payments) (Details)    HTML     85K 
92: R72         Leases Leases - Phantom (Details)                   HTML     32K 
93: R73         Fair Value Measurements (Assets Measured At Fair    HTML     56K 
                Value On Non-Recurring Basis) (Details)                          
94: R74         Fair Value Measurements (Other Financial            HTML     49K 
                Instruments) (Details)                                           
95: R75         Stock-Based Compensation (Narrative) (Details)      HTML     70K 
96: R76         Stock-Based Compensation (Transactions During       HTML     93K 
                Fiscal 2019-Stock Options) (Details)                             
97: R77         Stock-Based Compensation (Transactions During       HTML     66K 
                Fiscal 2019-Restricted Share Awards) (Details)                   
98: R78         Savings Plans (Narrative) (Details)                 HTML     51K 
99: R79         Supplemental Cash Flow Information (Cash Paid For   HTML     36K 
                Interest And Income Taxes) (Details)                             
100: R80         Supplemental Cash Flow Information (Non-Cash        HTML     44K  
                Investing and Financing Activities) (Details)                    
101: R81         COMMITMENTS AND CONTINGENCIES Commitments and       HTML     46K  
                Guarantees (Details)                                             
102: R82         COMMITMENTS AND CONTINGENCIES COMMITMENTS AND       HTML     46K  
                CONTINGENCIES Loss Contingencies (Details)                       
103: R83         COMMITMENTS AND CONTINGENCIES COMMITMENTS AND       HTML     35K  
                CONTINGENCIES Phantom Information (Details)                      
104: R84         Segment Information (Schedule of Segment Reporting  HTML    184K  
                Information, by Segment) (Details)                               
105: R85         Quarterly Results of Operations (Unaudited)         HTML     63K  
                (Unaudited Consolidated Quarterly Results Of                     
                Operations) (Details)                                            
106: R86         Quarterly Results of Operations (Unaudited)         HTML     72K  
                (Narrative) (Details)                                            
107: R87         Effect of New Accounting Standards (Details)        HTML     50K  
108: R88         Subsequent Events (Details)                         HTML     64K  
110: XML         IDEA XML File -- Filing Summary                      XML    196K  
20: XML         XBRL Instance -- eat20190626ex13_htm                 XML   3.65M 
109: EXCEL       IDEA Workbook of Financial Reports                  XLSX    136K  
16: EX-101.CAL  XBRL Calculations -- eat-20190626_cal                XML    334K 
17: EX-101.DEF  XBRL Definitions -- eat-20190626_def                 XML   1.13M 
18: EX-101.LAB  XBRL Labels -- eat-20190626_lab                      XML   2.17M 
19: EX-101.PRE  XBRL Presentations -- eat-20190626_pre               XML   1.51M 
15: EX-101.SCH  XBRL Schema -- eat-20190626                          XSD    230K 
111: JSON        XBRL Instance as JSON Data -- MetaLinks              459±   716K  
112: ZIP         XBRL Zipped Folder -- 0000703351-19-000037-xbrl      Zip    383K  


‘EX-4.F’   —   Instrument Defining the Rights of Security Holders


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  Exhibit  


Exhibit 4(f)
BRINKER INTERNATIONAL, INC.
DESCRIPTION OF SECURITIES
DESCRIPTION OF COMMON STOCK
General
The following description of the terms of our common stock is not complete and is qualified in its entirety by reference to our Certificate of Incorporation, as amended (the Certificate of Incorporation) and Bylaws, both of which are exhibits to our Annual Reports on Form 10‑K and Quarterly Reports on Form 10‑Q.
The principal stock exchange on which our common stock is listed is the New York Stock Exchange under the symbol “EAT.” All outstanding shares of common stock are validly issued, fully paid and nonassessable. The Certificate of Incorporation authorizes us to issue up to 250,000,000 shares of common stock, par value $0.10 per share.
Voting Rights
    Each outstanding share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders. There is no provision for cumulative voting with regard to the election of directors.
Dividend and Liquidation Rights
Subject to the preferences applicable to any shares of preferred stock outstanding at any time, holders of our common stock are entitled to receive dividends when and as declared by our board of directors from funds legally available therefore and are entitled, in the event of a liquidation, to share ratably in all assets remaining paid after payment of liquidation
Other Rights
The holders of our common stock have no preemptive rights and no rights to convert their common stock into any other securities, and our common stock is not subject to any redemption or sinking fund provisions.
Anti-Takeover Provisions
Some provisions of Delaware law, our Certificate of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging another party from acquiring control of us.
Certificate of Incorporation and Bylaws
Our Certificate of Incorporation and our Bylaws:
authorize our board of directors to establish one or more series or classes of undesignated preferred stock, the terms of which can be determined by the board of directors at the time of issuance;
do not authorize cumulative voting;
do not authorize stockholders to call special meetings of the stockholders or fill vacancies on the board of directors;
authorize the Board to alter, amend or repeal our Bylaws or adopt new Bylaws; and
provide an advanced written notice procedure with respect to stockholder proposals and stockholder nomination of candidates for election as directors.





Delaware Law
We are subject to Section 203 of the Delaware General Corporation Law, which regulates, subject to some exceptions, acquisitions of publicly-held Delaware corporations. In general, Section 203 prohibits us from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person becomes an interested stockholder, unless:
our board of directors approved the business combination or the transaction in which the person became an interested stockholder prior to the date the person attained this status;
upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85 percent of our voting stock outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and issued under employee stock plans under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
on or subsequent to the date the person became an interested stockholder, our board of directors approved the business combination and the stockholders other than the interested stockholder authorized the transaction at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3 percent of the outstanding stock not owned by the interested stockholder.
Section 203 defines a “business combination” to include:
any merger or consolidation involving us and the interested stockholder;
any sale, transfer, pledge or other disposition involving the interested stockholder of 10 percent or more of our assets;
in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder;
any transaction involving us that has the effect of increasing the proportionate share of our stock owned by the interested stockholders; and
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through us.
In general, Section 203 defines an “interested stockholder” as any person who, together with the person’s affiliates and associates, owns, or within three years prior to the time of determination of interested stockholder status did own, 15 percent or more of a corporation’s voting stock.



8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/23/23  Brinker International, Inc.       10-K        6/28/23   95:10M
 2/07/23  Brinker International, Inc.       S-8         2/07/23    4:93K                                    Donnelley … Solutions/FA
 8/26/22  Brinker International, Inc.       10-K        6/29/22  103:12M
 8/26/21  Brinker International, Inc.       10-K        6/30/21  102:12M
 8/24/20  Brinker International, Inc.       10-K        6/24/20  114:18M
 5/08/20  SEC                               UPLOAD6/08/20    2:39K  Brinker International, Inc.
 4/22/20  SEC                               UPLOAD6/08/20    2:49K  Brinker International, Inc.
 3/31/20  SEC                               UPLOAD6/08/20    2:43K  Brinker International, Inc.
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Filing Submission 0000703351-19-000037   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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