Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year



On April 18, 2023, the stockholders of Bloomin' Brands, Inc. (the "Company") at
its 2023 Annual Meeting of Stockholders (the "Annual Meeting") approved
amendments (the "Amendments") to the Company's Fourth Amended and Restated
Certificate of Incorporation (the "Charter") to (a) provide stockholders holding
a combined 25% or more of the Company's common stock with the right to request
special meetings of stockholders (the "Special Meeting Amendment") and (b)
permit the exculpation of officers consistent with changes to Delaware General
Corporation Law. In order to implement these amendments, the Company filed the
Fifth Amended and Restated Certificate of Incorporation (the "Amended Charter")
that incorporated these Amendments into the Charter with the Division of
Corporations of the State of Delaware on April 19, 2023.

In connection with the implementation of the Special Meeting Amendment and to
address the universal proxy rules promulgated by the U.S. Securities and
Exchange Commission as set forth in Rule 14a-19 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Board of Directors (the "Board")
of the Company approved and adopted the Fourth Amended and Restated Bylaws of
the Company (the "Amended Bylaws").

As discussed in the definitive proxy statement filed on March 6, 2023 (the
"Proxy Statement") with respect to the Annual Meeting, to establish procedural
safeguards regarding stockholders' right to request a special meeting, the
Special Meeting Amendment requires compliance with the Company's bylaws, which
have been amended through adoption of the Amended Bylaws to provide for the
following, among other requirements:

•To request a special meeting, stockholders must hold, at the time the special
meeting request is delivered, net long beneficial ownership of at least 25% of
the outstanding shares of common stock for at least one year. The definition of
net long beneficial ownership includes shares of common stock that have the sole
power to vote or direct the voting, the sole economic interest (including the
sole right to profits and the sole risk of loss), and the sole power to dispose
of or direct the disposition, subject to certain exclusions.

•Stockholders that request a special meeting must provide the Company with the
purpose of the requested special meeting, provide the same information and
representations that would be required to propose that action or nominate a
candidate at an annual meeting and provide the text of any resolutions to be
considered by stockholders at the special meeting, among other information.

•The requesting stockholders must maintain net long beneficial ownership of at least 25% of the Company's outstanding shares of common stock through any special meeting called as a result of a special meeting request.



•The right of stockholders to request a special meeting would not be available
in a limited number of circumstances, including: (a) if the special meeting
request does not comply with the requirements of the Company's governing
documents; (b) if the special meeting request relates to an item of business
that is not a proper subject for action by the stockholders of the Company under
applicable law; (c) if a special or annual meeting of stockholders has been
called or is called to be held within 90 days after the Company receives a valid
special meeting request and the Board determines that the business at the annual
or special meeting of stockholders includes the business in the stockholders'
special meeting request; (d) if a special meeting request is received by the
Company during the period commencing 90 days prior to the first anniversary of
the date of the most recent annual meeting and ending on the date of the final
adjournment of the next annual meeting; (e) if an identical or substantially
similar item was presented at a meeting of stockholders held within 120 days
before the Company received the special meeting request (the nomination,
election or removal of directors is a similar item with respect to all items
involving the nomination, election or removal of directors, changing the size of
the Board, or filling vacancies); (f) if two or more stockholder-requested
special meetings have been held in the 12 months prior to the date that the
special meeting request is received by the Company; or (g) if the special
meeting request was made in a manner that involved a violation of Regulation 14A
under the Exchange Act or other applicable law.

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The Amended Bylaws also update the procedural mechanics and disclosure
requirements in connection with nominations of persons for election to the Board
pursuant to Rule 14a-19 under the Exchange Act and, upon request of the Company,
require a stockholder to deliver reasonable evidence of compliance with Rule
14a-19 no later than five business days prior to the date of the applicable
meeting of stockholders and make other non-substantive changes. The Amended
Bylaws took effect upon adoption thereof.

The foregoing descriptions of the Amended Charter and Amended Bylaws are
qualified in their entirety by reference to the full text of the Amended Charter
and Amended Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.

Item 5.07 Submission of Matters to a Vote of Security Holders



On April 18, 2023, the Company held its 2023 Annual Meeting of Stockholders (the
"Annual Meeting"). A total of 80,362,456 shares of Common Stock, representing
91.73% of the shares outstanding and eligible to vote and constituting a quorum,
were represented in person or by valid proxies at the Annual Meeting. The
results of voting on each of the matters submitted to a vote of security holders
at the Annual Meeting are as follows:

1.Stockholders elected each of the following six nominees as a director to serve for a one-year term expiring at the 2024 annual meeting of stockholders and until their successors have been duly elected and qualified, as set forth below.



  Name                       Votes For        Votes Against       Abstentions        Broker Non-Votes
  Julie Kunkel               72,752,246          347,710             19,118             7,243,382
  Tara Walpert Levy          71,139,452         1,960,917            18,705             7,243,382
  Melanie Marein-Efron       72,750,367          348,616             20,091             7,243,382
  James R. Craigie           71,946,550         1,153,432            19,092             7,243,382
  David J. Deno              72,680,463          419,080             19,531             7,243,382
  Lawrence V. Jackson        70,254,804         2,845,405            18,865             7,243,382



2.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered certified public accounting firm for the fiscal
year ending December 31, 2023, as set forth below.

             Votes For        Votes Against       Abstentions        Broker Non-Votes
             77,468,621         2,860,044            33,791                 -

3.Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, as set forth below.



             Votes For        Votes Against       Abstentions        Broker Non-Votes
             71,369,243         1,709,125            40,706             7,243,382



4.Stockholders approved the amendments to the Company's Fourth Amended and
Restated Certificate of Incorporation (the "Charter") to provide stockholders
holding a combined 25% or more of the Company's common stock with the right to
request special meetings of stockholders (the "BLMN Special Meeting Proposal"),
as set forth below.

             Votes For        Votes Against       Abstentions        Broker Non-Votes
             67,591,503         1,083,822          4,443,749            7,243,382





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5.Stockholders approved the amendments to the Company's Charter to permit the
exculpation of officers consistent with changes to Delaware General Corporation
Law, as set forth below.

             Votes For        Votes Against       Abstentions        Broker Non-Votes
             60,679,570         9,690,638          2,748,866            7,243,382



6.Stockholders approved a stockholder proposal to adopt a stockholder right to
call a special stockholder meeting (the "Stockholder Special Meeting Proposal"),
as set forth below.

             Votes For        Votes Against       Abstentions        Broker Non-Votes
             36,835,860        36,242,814            40,400             7,243,382



While both the BLMN Special Meeting Proposal and the Stockholder Special Meeting
Proposal were approved by the Company's stockholders, as described in the Proxy
Statement, the Company implemented the BLMN Special Meeting Proposal through the
filing of the Amended Charter and adoption of the Amended Bylaws. The Company
considers the approval of the Stockholder Special Meeting Proposal as supporting
the BLMN Special Meeting Proposal.

7.Stockholders did not approve a stockholder proposal requesting that the
Company issue near- and long-term science-based greenhouse gas (GHG) reduction
targets, as set forth below.

             Votes For        Votes Against       Abstentions        Broker Non-Votes
             31,269,255        41,683,380           166,439             7,243,382


Item 9.01  Financial Statements and Exhibits



(d) Exhibits.

       Exhibit
       Number                  Description

       3.1                       Fifth Amended and Restated Certificate of Incorporation of Bloomin'
                               Brands, Inc.
       3.2                       Fourth Amended and Restated Bylaws of Bloomin' Brands, Inc.
       104                     Cover Page Interactive Data File (embedded within the Inline XBRL
                               document)



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