Bloomin' Brands, Inc.

The proposal requests that Bloomin’ Brands publish annual, investor-facing disclosure (prepared at reasonable cost and excluding proprietary information) reporting employee retention rates segmented by demographic categories the company already tracks under applicable laws, including veteran status, age, gender, race, and disability. The request is designed to be a disclosure-only ask and leaves methodology, baselines and benchmarking to management’s discretion, suggesting the disclosure could include definitions and commentary on trends. Proponents argue retention data is a forward-looking indicator of human capital health, particularly important in the restaurant industry where turnover is high and costly, and that demographic retention rates reveal whether particular groups are exiting disproportionately. The proposal cites examples of other large employers that disclose retention/attrition data and notes that modern HR systems can capture the requested metrics.

The proposal requests that the Board adopt a policy requiring shareholder approval prior to issuing any "blank-check" preferred stock—i.e., preferred shares whose rights and voting powers are set by the Board—except when the issuance is for ordinary business purposes such as raising capital or making acquisitions and is not intended to change voting power. Proponents argue that blank-check preferred stock can be configured to carry disproportionate voting rights or conversion features that could be used to entrench management, dilute common shareholders, or frustrate otherwise favorable acquisition offers. The proposal emphasizes transparency and accountability, asking that shareholders be given a vote before potentially dilutive or control-shifting issuances and notes that several institutional investors and proxy advisory firms express concern about blank-check authority. It does not seek to prevent routine capital-raising or acquisition financing that does not aim to affect corporate control.