Chili's 2014 Annual Report Download - page 29

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PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
If you would like information about:
• our executive officers,
• our Board of Directors, including its committees, and
• our Section 16(a) reporting compliance,
you should read the sections entitled “Election of Directors—Information About Nominees”, “Committees of the
Board of Directors”, “Executive Officers”, and “Section 16(a) Beneficial Ownership Reporting Compliance” in
our Proxy Statement to be dated on or about September 15, 2014, for the annual meeting of shareholders on
October 30, 2014. We incorporate that information in this document by reference.
The Board of Directors has adopted a code of ethics that applies to all of the members of Board of Directors
and all of our team members, including, the principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our
internet website at the internet address: http://www.brinker.com/corp_gov/ethical_business_ policy.asp. You may
obtain free of charge copies of the code from our website at the above internet address. Any amendment of, or
waiver from, our code of ethics will be posted on our website within four business days of such amendment or
waiver.
Item 11. EXECUTIVE COMPENSATION.
If you would like information about our executive compensation, you should read the section entitled
“Executive Compensation—Compensation Discussion and Analysis” in our Proxy Statement to be dated on or
about September 15, 2014, for the annual meeting of shareholders on October 30, 2014. We incorporate that
information in this document by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
If you would like information about our security ownership of certain beneficial owners and management
and related stockholder matters, you should read the sections entitled “Director Compensation for Fiscal 2014”,
“Compensation Discussion and Analysis”, and “Stock Ownership of Certain Persons” in our Proxy Statement to
be dated on or about September 15, 2014, for the annual meeting of shareholders on October 30, 2014. We
incorporate that information in this document by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
If you would like information about certain relationships and related transactions, you should read the
section entitled “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement to be
dated on or about September 15, 2014, for the annual meeting of shareholders on October 30, 2014. We
incorporate that information in this document by reference.
If you would like information about the independence of our non-management directors and the
composition of the Audit Committee, Compensation Committee and Governance and Nominating Committee,
you should read the sections entitled “Director Independence” and “Committees of the Board of Directors” in our
Proxy Statement to be dated on or about September 15, 2014, for the annual meeting of shareholders on
October 30, 2014. We incorporate that information in this document by reference.
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