Bloomin’ Brands, Inc. and JANA Partners Announce Settlement

Bloomin’ Brands, Inc. (NASDAQ: BLMN) and JANA Partners LLC today announced that the Company will be adding two new independent directors to its Board of Directors, effective July 1, 2020. The first new independent director is expected to be John Gainor, subject to the completion of the Board’s  normal vetting process. His biographical information is provided below. The second independent board member will be Scott Ostfeld of JANA Partners or a mutually acceptable person to both 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, stated “We expect these director additions will enhance the board’s ongoing efforts to create shareholder value by growing the business and advancing key initiatives such as off premise and delivery, improving the cost structure, allocating capital to maximize returns, and evaluating all options to maximize shareholder value.”

David Deno, Chief Executive Officer, stated “To build a strong business in this new consumer environment, we need a strong and engaged Board of Directors. John’s deep 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 steps the Company has been taking, including these director additions, and by the Board’s ongoing commitment to exploring all avenues to create stockholder value. We look forward to maintaining a constructive partnership with the Company.” JANA Partners and its affiliates currently own approximately 9.2 percent of the Company’s outstanding common stock.

The Company expects to file its proxy materials for the 2020 Annual Meeting shortly and encourages stockholders to review the proxy materials when they become available. As previously announced, the members of the Company’s Board have agreed to forgo any cash retainer until further notice.

In connection with the settlement, Bloomin’ Brands, Inc. and JANA have entered into an agreement. Under the agreement, Bloomin’ has agreed to appoint two directors and JANA has agreed to customary standstill and voting commitments. The agreement will be included as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.