TAMPA, Florida–(BUSINESS WIRE)–Bloomin’ Brands, Inc. (NASDAQ: BLMN) and JANA Partners LLC today announced that the company will add two new independent directors to its board of directors, effective July 1, 2020. The first new independent director should be John Gainor, subject to completion of the Board’s normal vetting process. His biographical information is provided below. The second independent member of the Board of Directors will be Scott Ostfeld of JANA Partners or a person mutually acceptable to JANA Partners and the Company. With the addition of these two directors, the Board will consist of ten directors.
Jim Craigie, Chairman of the Board, said, “We expect these additions of directors to reinforce the Board’s ongoing efforts to create shareholder value by growing the business and making advancing key initiatives such as offsite delivery, cost structure improvement, capital allocation to maximize returns. , and evaluate all options to maximize shareholder value.
David Deno, Chairman and CEO, said, “To build a strong business in this new consumer environment, we need a strong and committed Board of Directors. John’s extensive restaurant experience will strengthen our board and I look forward to working with him. We look forward to continuing to work with JANA Partners.
Barry Rosenstein, Managing Partner of JANA Partners, added: “We are encouraged by the company’s actions, including these director additions, and by the Board’s continued commitment to exploring all avenues to create shareholder value. We look forward to maintaining a constructive partnership with the Company. JANA Partners and its affiliates currently own approximately 9.2% of the Company’s outstanding common shares.
The company expects to file its proxy materials for the 2020 annual meeting shortly and encourages shareholders to review the proxy materials when they become available. As previously announced, the members of the Board of Directors of the Company have agreed to waive any cash provision until further notice.
As part of the settlement, Bloomin’ Brands, Inc. and JANA have entered into an agreement. Under the agreement, Bloomin’ agreed to appoint two directors and JANA agreed to customary standstill and voting commitments. The agreement will be included as an attachment to the company’s current report on Form 8-K for filing with the Securities and Exchange Commission.
Biographical Information on the New Director Nominee
John P. Gainor Jr. has served on the Board of Directors of Jack in the Box Inc. since 2019. Mr. Gainor previously served as President and Chief Executive Officer of International Dairy Queen from 2008 to 2017 after serving as its Chief Supply Chain. Officer. Mr. Gainor has extensive experience in transportation and logistics, having served on the board of directors of Saia, Inc., a major road and ocean carrier, since 2016. He was also president and co-founder of Supply Solutions, Inc. , a company that has focused on designing and implementing supply chain solutions and business expansion models for large restaurant chains and consumer product companies. Mr. Gainor previously held various management positions focused on logistics, supply chain and transportation at Consolidated Distribution Corporation, AmeriServe Distribution Corporation and Warner Lambert Corporation.
About Bloomin’ Brands, Inc.
Bloomin’ Brands, Inc. is one of the world’s largest casual dining companies with a portfolio of leading and differentiated dining concepts. The company has four brands inspired by its founders: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse and Wine Bar. The company owns and operates more than 1,450 restaurants in 48 states, Puerto Rico, Guam and 21 countries, some of which are franchises. For more information, visit bloominbrands.com.
Forward-looking statements
Certain statements contained herein are not based on historical facts and are “forward-looking statements” within the meaning of applicable securities laws. Typically, these statements can be identified by the use of words such as “guidance”, “believes”, “estimates”, “anticipates”, “expects”, “on track”, “feels”. , “plans”, “seeks”, “projects”, “intent”, “plans”, “may”, “will”, “should”, “could”, “would” and similar expressions intended to identify forward-looking statements, although that not all forward-looking statements may contain such identifying words. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results will differ materially from the Company’s forward-looking statements.These risks and uncertainties include, but are not limited to: the effects of the COVID-19 outbreak and uncertainties as to its magnitude and duration, as well as the impacts on economic conditions and comp consumer disruption, including, but not limited to: the inability of workers, including delivery drivers, to work due to illness, quarantine or government mandates, temporary restaurant closures due to reduced workforce or government mandates, the rate of unemployment, the extent, availability and effectiveness of any COVID-19 stimulus packages or loan programs, the ability of our franchisees to operate their restaurants during the pandemic and to pay royalties, and consumer spending trends during and after the end of the pandemic; the outcome of our review of strategic alternatives, including the impact on our ongoing business, our share price and our ability to successfully implement any alternatives we are pursuing, including our ability to realize cost savings costs described in this press release; consumer response to public health and food safety issues; competetion; increases in labor costs; government actions and policies; increases in unemployment rates and taxes; local, regional, national and international economic conditions; consumer confidence and spending habits; product pricing and availability; the effects of changes in tax laws; challenges associated with our renovation, relocation and expansion plans; disruption or violation of our systems or loss of consumer or employee information; political, social and legal conditions in international markets and their effects on foreign operations and exchange rates; our ability to preserve the value of our brands and to develop them; the seasonal nature of the Company’s activities; weather, acts of God and other disasters; changes in consumer habits, consumer tastes and eating habits; the cost and availability of credit; interest rate changes; compliance with covenants and the Company’s ability to make debt payments and planned investments; and our ability to continue to pay dividends and repurchase common stock. Further information about potential factors that could affect the Company’s financial results and its forward-looking statements is included in its most recent Form 10-K and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law. These forward-looking statements speak only as of the date of this release. All forward-looking statements are qualified in their entirety by this cautionary statement.
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