SEC Comment Letter 0000000000-23-009308 to Bloomin' Brands, Inc. (BLMN) (CIK 0001546417) (BLMN)
Bloomin' Brands, Inc. (BLMN) (CIK 0001546417)
Date: Aug. 24, 2023 · CIK: 0001546417 · Accession: 0000000000-23-009308
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35625
Letter
United States securities and exchange commission logo August 24, 2023 David J. Deno Chief Executive Officer Bloomin' Brands, Inc. 2202 North West Shore Boulevard , Suite 500 Tampa, FL 33607 Re:Bloomin' Brands, Inc. Definitive Proxy Statement on Schedule 14A Filed March 6, 2023 File No. 001-35625 Dear David J. Deno: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed March 6, 2023 Pay vs. Performance, page 60 1.Disclosure required by Regulation S-K Item 402(v) may not be incorporated by reference from other filings. In this regard, it appears that the footnote (5) reference to your Q4 2022 earnings release may be meant to satisfy the requirement of Regulation S-K Item 402(v)(2)(vi) that you disclose how the Company-Selected Measure is calculated from your audited financial statements. Please ensure that you provide the required Regulation S-K Item 402(v)(2)(vi) disclosure in the proxy statement. We note, in addition, that the referenced Q4 2022 earnings release does not appear to include a reconciliation to your Company-Selected Measure, Adjusted EPS, but only Adjusted Diluted EPS. Please ensure that the disclosure you provide pursuant to Regulation S-K Item 402(v)(2)(vi) relates to the Company-Selected Measure identified in your pay versus performance table. 2.It appears that you have not provided a comparison of your cumulative total shareholder return and the cumulative total shareholder return of your peer group as the relationship disclosures required by Regulation S-K Item 402(v)(5)(iv). Please ensure that you provide this required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two, this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide a clear description of the relationship indicated in S-K Item
FirstName LastNameDavid J. Deno Comapany NameBloomin' Brands, Inc. August 24, 2023 Page 2 FirstName LastName David J. Deno Bloomin' Brands, Inc. August 24, 2023 Page 2 402(v)(5)(iv). Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation. Please contact John Stickel at 202-551-3324 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
August 24, 2023
David J. Deno
Chief Executive Officer
Bloomin' Brands, Inc.
2202 North West Shore Boulevard , Suite 500
Tampa, FL 33607
Re:Bloomin' Brands, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 6, 2023
File No. 001-35625
Dear David J. Deno:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 6, 2023
Pay vs. Performance, page 60
1.Disclosure required by Regulation S-K Item 402(v) may not be incorporated by reference
from other filings. In this regard, it appears that the footnote (5) reference to your Q4
2022 earnings release may be meant to satisfy the requirement of Regulation S-K Item
402(v)(2)(vi) that you disclose how the Company-Selected Measure is calculated from
your audited financial statements. Please ensure that you provide the required Regulation
S-K Item 402(v)(2)(vi) disclosure in the proxy statement. We note, in addition, that the
referenced Q4 2022 earnings release does not appear to include a reconciliation to your
Company-Selected Measure, Adjusted EPS, but only Adjusted Diluted EPS. Please
ensure that the disclosure you provide pursuant to Regulation S-K Item 402(v)(2)(vi)
relates to the Company-Selected Measure identified in your pay versus performance table.
2.It appears that you have not provided a comparison of your cumulative total shareholder
return and the cumulative total shareholder return of your peer group as the relationship
disclosures required by Regulation S-K Item 402(v)(5)(iv). Please ensure that
you provide this required disclosure in its entirety. Although you may provide this
information graphically, narratively, or a combination of the two, this disclosure must be
separate from the pay versus performance table required by Regulation S-K Item
402(v)(1) and must provide a clear description of the relationship indicated in S-K Item
FirstName LastNameDavid J. Deno
Comapany NameBloomin' Brands, Inc.
August 24, 2023 Page 2
FirstName LastName
David J. Deno
Bloomin' Brands, Inc.
August 24, 2023
Page 2
402(v)(5)(iv). Please note, it is not sufficient to state that no relationship exists, even if a
particular measure is not used in setting compensation.
Please contact John Stickel at 202-551-3324 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program