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



On May 18, 2021, the stockholders of Bloomin' Brands, Inc. (the "Company")
approved an amendment to the Company's Second Amended and Restated Certificate
of Incorporation to declassify the Company's Board of Directors (the
"Declassification Amendment"). In order to implement the Declassification
Amendment, the Company filed the Third Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware on May 18,
2021.

As a result of the implementation of the Declassification Amendment, the
classification of our Board of Directors (the "Board") would be eliminated and
all directors standing for election, commencing with the 2024 annual meeting of
stockholders, will be elected for a one-year term. Directors elected by
stockholders at the 2022 annual meeting will be elected for a one-year term
expiring at the 2023 annual meeting, and directors elected by stockholders at
the 2023 annual meeting will be elected for a one-year term expiring at the 2024
annual meeting. The entire Board will be elected annually beginning with the
2024 annual meeting of stockholders.

The foregoing summary of the Declassification Amendment and the Third Amended
and Restated Certificate of Incorporation does not purport to be complete and is
qualified in its entirety by the full text of the Third Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 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 May 18, 2021, the Company held its 2021 Annual Meeting of Stockholders (the
"Annual Meeting"). A total of 77,430,753 shares of Common Stock, representing
87.14% 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 four nominees as a director to serve for a term to expire at the 2024 Annual Meeting and until their successors have been duly elected and qualified, as set forth below.



   Name                      Votes For        Votes Against

Abstentions Broker Non-Votes


   David R. Fitzjohn         68,795,594         1,414,831            29,130             7,191,198
   John P. Gainor, Jr.       70,124,829          85,589              29,137             7,191,198
   John J. Mahoney           64,127,952         6,082,278            29,325             7,191,198
   R. Michael Mohan          69,384,601          818,416             36,538             7,191,198

2.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 26, 2021, as set forth below.



             Votes For        Votes Against       Abstentions        Broker Non-Votes
             70,343,657         7,049,306            37,790                 -

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
             44,984,183        25,213,635            41,737             7,191,198





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4.Stockholders approved the amendments to the Company's Second Amended and
Restated Certificate of Incorporation (the "Charter") to declassify the Board.

             Votes For        Votes Against       Abstentions        Broker Non-Votes
             68,703,175         1,473,217            63,163             7,191,198

5.Stockholders approved the non-binding stockholder proposal requesting that the Board take action to eliminate supermajority voting provisions from the Company's Charter and bylaws.



             Votes For        Votes Against       Abstentions        Broker Non-Votes
             64,519,017         5,676,105            44,433             7,191,198



6.Stockholders approved the non-binding stockholder proposal requesting that the
Board issue a report outlining if and how the Company could increase efforts to
reduce its total contribution to climate change.

             Votes For        Votes Against       Abstentions        Broker Non-Votes
             53,129,743        16,632,424           477,388             7,191,198

Item 9.01 Financial Statements and Exhibits



(d) Exhibits.

       Exhibit
       Number                  Description

       3.1                       Third Amended and Restated Certificate of Incorporation
       104                     Cover Page Interactive Data File (embedded within the Inline XBRL
                               document)



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