BLOOMIN BRANDS, INC. (NASDAQ: BLMN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

BLOOMIN BRANDS, INC. (NASDAQ: BLMN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03

Amendment to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On December 5, 2018, the Board of Directors (the “Board”) of Bloomin’ Brands, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, adopted the Third Amended and Restated Bylaws of the Company (the “Amended Bylaws”) to change the voting standard for the election of directors in uncontested elections to a majority voting standard from a plurality voting standard, and to remove language relating to certain investment funds, as such entities no longer hold an interest in the Company. The amendments took effect upon adoption of the Amended Bylaws.

Under the Amended Bylaws, in an uncontested election, each director will be elected by the vote of the majority of the votes cast with respect to the director nominee at the meeting. The plurality voting standard that previously applied to both contested and uncontested director elections will continue to apply to contested director elections.

The Amended Bylaws provide that if, in an uncontested election, a director does not receive a majority of the votes cast for his or her election, such director shall promptly submit an irrevocable resignation to the Nominating and Corporate Governance Committee, who will then make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director. The Board will act on the resignation and publicly disclose its decision regarding the resignation and the rationale for its decision within 90 days following certification of the election results.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is marked to show the amended provisions, filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Bloomin' Brands, Inc. Exhibit
EX-3.1 2 ex31-thirdamendedandrestat.htm EX 3.1 – THIRD AMENDED AND RESTATED BYLAWS Exhibit Exhibit 3.1SECONDTHIRD AMENDED AND RESTATED BYLAWSOFBLOOMIN’ BRANDS,…
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