Home › Companies › Brinker International, Inc. › 2025-2026
Compiled from SEC Form N-PX filings and Brinker International, Inc.’s Form 8-K, filed 2025-11-24 (Item 5.07 on EDGAR). Page generated 02 October 2026.
Explore Brinker International, Inc. in the interactive database Compare manager voting policies
These tallies are Brinker International, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-11-24 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Outcome |
|---|---|---|---|---|---|---|
| Elect Director: Frances L. Allen | 35,234,155 | 318,617 | -- | 75,777 | 3,507,621 | Majority: yes |
| Elect Director: Cynthia L. Davis | 35,321,585 | 242,685 | -- | 64,279 | 3,507,621 | Majority: yes |
| Elect Director: Joseph M. DePinto | 34,766,649 | 798,267 | -- | 63,633 | 3,507,621 | Majority: yes |
| Elect Director: Harriet Edelman | 34,247,885 | 1,316,961 | -- | 63,703 | 3,507,621 | Majority: yes |
| Elect Director: William T. Giles | 34,563,082 | 1,002,055 | -- | 63,412 | 3,507,621 | Majority: yes |
| Elect Director: Kevin D. Hochman | 35,440,077 | 125,273 | -- | 63,199 | 3,507,621 | Majority: yes |
| Elect Director: Ramona T. Hood | 35,499,915 | 64,682 | -- | 63,952 | 3,507,621 | Majority: yes |
| Elect Director: Timothy A. Johnson | 35,409,176 | 157,921 | -- | 61,452 | 3,507,621 | Majority: yes |
| Elect Director: James C. Katzman | 35,237,550 | 328,124 | -- | 62,875 | 3,507,621 | Majority: yes |
| Elect Director: Frank D. Liberio | 35,375,402 | 189,944 | -- | 63,203 | 3,507,621 | Majority: yes |
| Proposal 2 The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2026 was approved. | 38,189,677 | 882,015 | 64,478 | -- | 0 | Majority: yes |
| Proposal 3 The proposal on executive compensation as approved. | 34,195,055 | 1,332,331 | 101,164 | -- | 3,507,621 | Majority: yes |
Source: Brinker International, Inc., Form 8-K, filed with the SEC on 2025-11-24 — read the filing on EDGAR.
Each item below shows how the 432 asset managers that disclosed a Brinker International, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Brinker International, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Meeting held 2025-11-20.
Combines 7 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Proposal 3 The proposal on executive compensation as approved.”): 34,195,055 for, 1,332,331 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 77% for, 3% against (80% of the company cast a for/against vote).
The 411 asset managers below cast 98% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 6,845,043 | 0 | 0 | 0 | For |
| BlackRock | 6,378,582 | 1,058 | 0 | 0 | For |
| Vanguard | 4,654,803 | 3,162 | 0 | 0 | For |
| State Street | 1,484,006 | 0 | 0 | 0 | For |
| Invesco | 1,256,375 | 0 | 0 | 0 | For |
| Charles Schwab | 1,239,377 | 0 | 0 | 0 | For |
| DE Shaw | 1,190,435 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,079,148 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1,059,680 | 0 | 0 | 0 | For |
| Capital Group | 964,838 | 0 | 0 | 0 | For |
| Renaissance | 730,929 | 0 | 0 | 0 | For |
| Two Sigma | 690,741 | 0 | 0 | 0 | For |
| SAMLYN CAPITAL, LLC | 671,450 | 0 | 0 | 0 | For |
| WESTFIELD CAPITAL MANAGEMENT CO LP | 530,128 | 0 | 0 | 0 | For |
| NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST | 521,540 | 0 | 0 | 0 | For |
| Dimensional | 445,888 | 0 | 0 | 0 | For |
| Point72 | 440,266 | 0 | 0 | 0 | For |
| Northern Trust | 425,003 | 0 | 0 | 0 | For |
| T. Rowe Price | 423,138 | 0 | 0 | 0 | For |
| Man Group plc | 389,549 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Goldman Sachs | 348,254 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Allianz | 14,890 | 294,680 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 307,062 | 0 | 0 | 0 | For |
Showing the 25 largest of 411 asset managers. See all 411 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Proposal 2 The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2026 was approved.”): 38,189,677 for, 882,015 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 86% for, 2% against (88% of the company cast a for/against vote).
The 107 asset managers below cast 99.5% of the shares they voted on this item FOR (18,543,518 for, 81,456 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,444,893 | 3,158 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,470 | 46 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 80,953 | 2,605 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 107 asset managers. See all 107 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
99.3% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Cynthia L. Davis”): 35,321,585 for, 242,685 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 80% for, 0.6% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.9% of the shares they voted on this item FOR (18,610,290 for, 17,540 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,051 | 0 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,516 | 0 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
99.1% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Frances L. Allen”): 35,234,155 for, 318,617 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 79% for, 0.8% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.9% of the shares they voted on this item FOR (18,610,519 for, 17,312 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,051 | 1 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,516 | 0 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Frank D. Liberio”): 35,375,402 for, 189,944 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 80% for, 0.5% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.9% of the shares they voted on this item FOR (18,604,520 for, 17,311 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,052 | 0 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,516 | 0 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Harriet Edelman”): 34,247,885 for, 1,316,961 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 77% for, 3% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.4% of the shares they voted on this item FOR (18,533,235 for, 94,597 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,050 | 2 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,470 | 46 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
99.0% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: James C. Katzman”): 35,237,550 for, 328,124 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 79% for, 0.8% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.9% of the shares they voted on this item FOR (18,610,519 for, 17,312 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,051 | 1 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,516 | 0 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Joseph M. DePinto”): 34,766,649 for, 798,267 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 78% for, 2% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.8% of the shares they voted on this item FOR (18,607,340 for, 20,491 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,444,894 | 3,158 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,494 | 22 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Kevin D. Hochman”): 35,440,077 for, 125,273 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 80% for, 0.3% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.9% of the shares they voted on this item FOR (18,627,580 for, 251 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,052 | 0 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,494 | 22 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
99.5% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Timothy A. Johnson”): 35,409,176 for, 157,921 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 80% for, 0.4% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 100% of the shares they voted on this item FOR (18,627,831 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,052 | 0 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,516 | 0 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 5 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: William T. Giles”): 34,563,082 for, 1,002,055 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 78% for, 2% against (80% of the company cast a for/against vote).
The 106 asset managers below cast 99.8% of the shares they voted on this item FOR (18,591,334 for, 36,497 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,050 | 1 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,470 | 46 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.
Meeting held 2025-11-20.
Combines 4 wordings of this item as funds reported it.
99.8% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Elect Director: Ramona T. Hood”): 35,499,915 for, 64,682 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 80% for, 0.2% against (80% of the company cast a for/against vote).
The 105 asset managers below cast 100% of the shares they voted on this item FOR (18,627,730 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,577,931 | 0 | 0 | 0 | For |
| Vanguard | 4,448,052 | 0 | 0 | 0 | For |
| Fidelity | 3,574,136 | 0 | 0 | 0 | For |
| State Street | 627,516 | 0 | 0 | 0 | For |
| Charles Schwab | 595,361 | 0 | 0 | 0 | For |
| Invesco | 594,764 | 0 | 0 | 0 | For |
| Capital Group | 482,419 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 357,735 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 324,475 | 0 | 0 | 0 | For |
| Dimensional | 288,213 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 175,442 | 0 | 0 | 0 | For |
| Goldman Sachs | 174,621 | 0 | 0 | 0 | For |
| T. Rowe Price | 152,004 | 0 | 0 | 0 | For |
| American Century | 138,564 | 0 | 0 | 0 | For |
| Putnam | 109,289 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 106,300 | 0 | 0 | 0 | For |
| Equitable | 103,756 | 0 | 0 | 0 | For |
| TIAA | 100,094 | 0 | 0 | 0 | For |
| Jackson National | 95,077 | 0 | 0 | 0 | For |
| Lincoln Financial | 88,151 | 0 | 0 | 0 | For |
| Waddell & Reed | 87,106 | 0 | 0 | 0 | For |
| SEI | 83,558 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 74,362 | 0 | 0 | 0 | For |
| John Hancock | 70,850 | 0 | 0 | 0 | For |
| Federated Hermes | 68,358 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Meeting held 2025-11-20.
96% Majority: yes · of votes cast
Brinker International, Inc.’s own tally for this item (“Proposal 3 The proposal on executive compensation as approved.”): 34,195,055 for, 1,332,331 against, per its Form 8-K filed 2025-11-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 44,400,000 outstanding shares: 77% for, 3% against (80% of the company cast a for/against vote).
The 13 asset managers below cast 99% of the shares they voted on this item FOR (329,098 for, 4,513 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| ANTIPODES PARTNERS Ltd | 222,045 | 0 | 0 | 0 | For |
| JPMorgan | 48,381 | 0 | 0 | 0 | For |
| Empower | 32,788 | 0 | 0 | 0 | For |
| Purpose Unlimited Inc. | 14,950 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,869 | 0 | 0 | 0 | For |
| APG Asset Management US Inc. | 0 | 4,513 | 0 | 0 | Against |
| CLEARWATER INVESTMENT TRUST | 2,038 | 0 | 0 | 0 | For |
| Vinva Investment Management Ltd | 464 | 0 | 0 | 0 | For |
| Convergence Investment Partners, LLC | 286 | 0 | 0 | 0 | For |
| Manatuck Hill Partners, LLC | 234 | 0 | 0 | 0 | For |
| TD Waterhouse Canada Inc. | 26 | 0 | 0 | 0 | For |
| GLOBEFLEX CAPITAL L P | 10 | 0 | 0 | 0 | For |
| Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma | 7 | 0 | 0 | 0 | For |
Reported under meeting date 2025-09-22; no official results on file for that date.
0.7% fund support · no official result
The 2 asset managers below cast 0.7% of the shares they voted on this item FOR (165 for, 25,776 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| SCHRODER INVESTMENT MANAGEMENT GROUP | 0 | 25,776 | 0 | 0 | Against |
| Spinnaker ETF Series | 165 | 0 | 0 | 0 | For |
Ranked by the number of Brinker International, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 44,400,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 15.42% |
| 2 | BlackRock | 14.37% |
| 3 | Vanguard | 10.49% |
| 4 | State Street | 3.34% |
| 5 | Invesco | 2.83% |
| 6 | Charles Schwab | 2.79% |
| 7 | DE Shaw | 2.68% |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.43% |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.39% |
| 10 | Capital Group | 2.17% |
Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock, Inc. | 14.74% | DEF14A |
| FMR LLC | 14.70% | 13G |
| The Vanguard Group, Inc. | 11.18% | DEF14A |
| State Street | 3.81% | 13F |
| Citadel Advisors | 2.86% | 13F |
| Point72 | 2.53% | 13F |
| Geode Capital | 2.40% | 13F |
| Renaissance Technologies | 2.08% | 13F |
| Dimensional Fund Advisors | 1.99% | 13F |
| Morgan Stanley | 1.47% | 13F |
Percentages above are of 44,400,000 shares outstanding, as reported by Brinker International, Inc. on its Form 10-Q dated 2024-09-25 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Brinker International, Inc.’s 10-Q dated 2024-09-25. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.
At Brinker International, Inc.'s shareholder meeting held 2025-11-20, in the 2025-2026 proxy season, 432 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,223 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory vote to Approve Named Executive Officer Compensation — FOR was 96% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Brinker International, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-11-24.
Brinker International, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).