View:
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
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.
FirstName LastNameDavid J. Deno Sincerely,
Comapany NameBloomin' Brands, Inc.
Division of
Corporation Finance
August 24, 2023 Page 2 Disclosure
Review Program
FirstName LastName