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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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FORM 8-K
 
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Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2016
 
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BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
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Delaware
 
1-10275
 
75-1914582
(State of
Incorporation)
 
(Commission
File Number)
 
(IRS Employment
Identification No.)
6820 LBJ Freeway
Dallas, Texas 75240
(Address of principal executive offices)
Registrant’s telephone number, including area code 972-980-9917

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Â
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
Â
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
Â
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Brinker International, Inc. (the "Company") was held on November 16, 2016. Matters voted upon by shareholders at that meeting were:

Proposal 1
Each of the management’s nominees, was elected a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.
 
Number of Shares Voted
 
 
 
 
 
Name
For
Against
Withheld
Broker Non-Vote
Elaine L. Boltz
46,622,031
958,370
17,797
3,475,545
Joseph M. DePinto
46,858,306
713,721
26,171
3,475,545
Harriet Edelman
46,622,567
958,600
17,031
3,475,545
Michael A. George
46,587,282
983,687
27,229
3,475,545
William T. Giles
46,506,441
1,064,456
27,301
3,475,545
Gerardo I. Lopez
45,523,448
2,046,269
28,481
3,475,545
George R. Mrkonic
46,601,807
978,537
17,854
3,475,545
Jose Luis Prado
46,847,853
723,269
27,076
3,475,545
Wyman T. Roberts
46,853,564
721,094
23,540
3,475,545

Proposal 2

The proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2017 was approved. The results were as follows:
For
Against
Abstain
Broker Non-Vote
49,727,570
1,330,838
15,335
3,475,545

Proposal 3

The proposal on executive compensation was approved. The results were as follows:
For
Against
Abstain
Broker Non-Vote
45,680,733
1,865,700
51,765
3,475,545

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure

At its November 15, 2016 meeting, the Board of Director's of the Company declared a quarterly dividend of $0.34 per share on the common stock of the Company. The dividend will be payable on December 29, 2016 to shareholders of record as of December 9, 2016.
Section 9 - Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated November 16, 2016.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
BRINKER INTERNATIONAL, INC.
 
 
 
Dated: November 16, 2016
By:
 
/s/ Wyman T. Roberts
 
 
 
Wyman T. Roberts,
 
 
 
Chief Executive Officer and President
 
 
 
(Principal Executive Officer)