In 2021, Brinker International adopted a formal policy to provide virtual access to shareholder meetings (see www.bit.ly/BrinkerPolicy). The same year, Cracker Barrel shareholders passed a proposal requesting virtual access; and in 2022, Jack in the Box shareholders did the same. Both of those proposals also received support from Institutional Shareholder Services (ISS) and Glass Lewis. In addition to its impacts on health and safety, virtual access to meetings would contribute to various company social and sustainability goals—such as by furthering inclusiveness (by enabling all shareholders an equal opportunity to participate in meetings regardless of financial, physical, or other barriers) and offering sustainability benefits.

To be clear, many shareholders prefer “hybrid” meetings (i.e., meetings held in-person but with a virtual participation option), since hybrids provide the best of both worlds while mitigating the concerns of each. However, adoption of this proposal wouldn’t mandate any particular format, but rather, just require that virtual presence and participation be permitted for shareholder meetings. This would allow the company flexibility to choose a meeting format while ensuring shareholders have a means to attend and exercise their rights without putting themselves and others at increased risk.

We now ask Bloomin’ Brands shareholders to consider the issue too.

For context, the COVID-19 pandemic brought attention to the impacts and significance of conducting business remotely. Countless employees were expected (or required) to work remotely, and travel was curtailed as governments issued health warnings.

Since then, virtual participation more than ever before continues to be incorporated into meetings of all types, including for shareholder meetings.

In fact, food companies of all sizes continued providing virtual attendance and participation for their meetings post-pandemic, including Albertsons, Aramark, BJ’s Wholesale, BurgerFi, Campbell Soup, Cheesecake Factory, Chipotle, Coca-Cola, Conagra, Costco, Darden, Denny’s, Domino’s, El Pollo Loco, First Watch, General Mills, Hershey, Hormel, JM Smucker, Kraft Heinz, Krispy Kreme, Kroger, McDonald’s, Mondelez, Papa John’s, PepsiCo, Post, Potbelly, Restaurant Brands International, Shake Shack, Starbucks, Sysco, Target, US Foods, Walmart, Wendy’s, Wingstop, and more.

Bloomin’ Brands, on the other hand, has reverted back to in-person only meetings, depriving shareholders of any means to be deemed present and participate virtually.

This is unfair and unnecessary. It increases health risks for shareholders who wish to present a proposal, ask a question, or even just attend such a meeting; for company executives and other employees required to attend; for board members; and for support staff at meeting venues. It may also deter attendance by forcing shareholders to choose between protecting their health or risking illness to exercise their basic shareholder rights.