EAT – Some changes in the Proxy

Brinker International is a very conservative company and is managed that way. This point is driven home by reading the company’s proxy. That being said, there are a couple of small changes to this year’s proxy.

(1) Relative to change in control provisions, the company will only accelerate ‘in the money’ stock options.
(2) In the Perquisites sections, the company added an airline club membership to the list.
(3) Management made a point to highlight that they do not own or lease an aircraft.

I don’t know what to make of the latter two changes, but found them interesting regardless. A company’s proxy is like a living organism, it’s a reflection of management and how they are thinking about the business. So why is senior management thinking about a change in control in fiscal 2009?

I have taken the following statement from the proxy filed yesterday. “We do not have any change in control agreements in place with any of our officers. However, our stock programs and Profit Sharing Plan do contain change in control provisions. Under our stock option program, in the event of a change in control, the unvested options are accelerated and the optionee has the full remaining term to exercise.”

This is the good part:
“We have made a change to this provision which will take effect in fiscal 2009. We will only accelerate ‘in the money’ stock options.”

It goes on to say; “Vesting on all unvested restricted shares is also accelerated as of the date of change in control. Under our Performance Share Plan, the participant becomes 100% vested and the relative ranking is established as of the date of the change control thus ending the measurement period. In no event will less than 100% of the target award be distributed to the participant. As for our Profit Sharing Plan, if a change in control should occur prior to the end of the fiscal year, the participant will be eligible to receive a payment equal to the greater of the payout as calculated under the Plan provisions or his/her annual target award.”

The company’s amendments to its change in control provisions most likely don’t foreshadow anything significant in fiscal 2009, but I found them to be worth noting nonetheless.

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