Bloomin’ Brands and JANA Partners LLC announced that the company will be adding two new independent directors to its Board of Directors, effective July 1. The first new independent director is expected to be John Gainor, subject to the completion of the Board’s normal vetting process. 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 10 directors.
Jim Craigie, Chairman of the Board, says, “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, adds, “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, says, “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.
Gainor Jr. has served on the board of directors of Jack in the Box Inc. since 2019. Gainor previously served as the president and Chief Executive Officer of International Dairy Queen from 2008 until 2017 after serving as its Chief Supply Chain Officer. Gainor has longstanding experience in shipping and logistics, having served as on the board of directors of Saia, Inc., a leading truck and shipping carrier, since 2016. He was also the President and Co- Founder of Supply Solutions, Inc., a company that focused on designing and implementing supply chain solutions and business expansion models for major restaurant chains and consumer products companies. Gainor has previously held various executive positions focusing on logistics, supply chain and transportation with Consolidated Distribution Corporation, AmeriServe Distribution Corporation and Warner Lambert Corporation.