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UNITED
STATES
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OMB
APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB
Number: 3235-00595
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Washington,
D.C. 20549
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Expires:
January 31, 2008
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SCHEDULE
14A
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Estimated
average burden
hours
per response......... 12.75
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Filed
by the Registrant |X|
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Filed
by a Party other than the
Registrant |_|
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Check
the appropriate box:
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|X|
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Rule 14a-12
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Outback
Steakhouse,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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________________________________________________________________________
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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|X|
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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1.
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Amount
Previously Paid:
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2.
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Form,
Schedule or Registration Statement No.:
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3.
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Filing
Party:
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4.
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Date
Filed:
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1.
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To
elect four directors, each to serve for a term of three years,
and until
his or her successor is duly elected and qualified;
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2.
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To
approve an amendment to the Company’s Certificate of Incorporation
changing its name to OSI Restaurant Partners,
Inc.;
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3.
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To
ratify
the Board’s selection of independent auditors for 2006;
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4.
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To
amend the Outback Steakhouse, Inc. Partner Equity Plan to include
the
Partner Equity Deferred Compensation Stock Plan
Document;
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5.
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To
vote on two shareholder proposals, if properly presented at the
meeting;
and
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6.
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To
transact such other business as may properly come before the
meeting.
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By
Order of the Board of Directors
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March
30, 2006
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Joseph
J. Kadow
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Secretary
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An
admission ticket is attached to the accompanying proxy card. The
admission
ticket is required for admission to the meeting. Shareholders
holding stock in brokerage accounts (“street name” holders) will need to
bring a copy of a brokerage statement reflecting stock ownership
as of the
record date. In addition, each shareholder may be asked to present
valid
picture identification, such as a driver’s license or passport. Cameras
(including cellular phones with photographic capabilities), recording
devices and other electronic devices will not be permitted at the
meeting.
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Shareholders
are urged to complete, date and sign the enclosed proxy and return
it in
the enclosed postage-paid
envelope.
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Director
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Term
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Name
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Age
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Since
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Expires
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A.
William Allen III. . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . . . . . . . . . . . . .
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46
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2005
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2006
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Debbi
Fields . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . . . . . . . . . . . . .
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49
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1996
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2006
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Thomas
A. James . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . . . . . . . . . .
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63
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2002
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2006
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Chris
T. Sullivan . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . . . . . . . . . . . . . . .
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58
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1991
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2006
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A.
William Allen III. . . . . . . .
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Chief
Executive Officer of the Company since March 7, 2005. From January
2004 to
March 2005, Mr. Allen served as President of West Coast Concepts
of the
Company. Co-Founder and President of Fleming’s Prime Steakhouse and Wine
Bar from October 1999 until January 2004.
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Debbi
Fields . . . . . . . . . . . . . . .
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Founder
of Mrs. Fields, Inc., an international franchisor and operator of
retail dessert stores, serving as Chairman of the Board from 1992
to
1996.
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Thomas
A. James . . . . . . . . . . .
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Chairman
and Chief Executive Officer of Raymond James Financial, Inc., a
financial
services company, since 1983, and Chief Executive Officer of its
subsidiary, Raymond James and Associates, Inc., since
1969.
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Chris
T. Sullivan . . . . . . . . . . . .
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Founder
and Chairman of the Company since its formation in 1991. Chief
Executive
Officer of the Company from 1991 until March 2005.
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Director
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Term
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Name
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Age
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Since
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Expires
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Robert
D. Basham . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . . . . . . . . .
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58
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1991
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2008
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John
A. Brabson, Jr. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . . . . . . . . . . . .
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65
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1992
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2007
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W.
R. Carey, Jr. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . . . . . . . . . . . . . .
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58
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1992
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2008
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General
(Ret) Tommy Franks . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
. . . . . . . . .
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60
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2005
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2007
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Lee
Roy Selmon . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
. . . . . . . . . . . . . . . . .
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51
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1994
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2007
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Toby
S. Wilt . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . . . . . . . . . . . . .
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61
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1997
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2008
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Robert
D.
Basham . . . . . . . . . .
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Founder
and Chief Operating Officer of the Company from its formation in
1991
until March 2005, at which time he resigned as Chief Operating
Officer and
was appointed Vice Chairman. Mr. Basham is a director of MarineMax,
Inc.,
a recreational boat dealer.
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John
A. Brabson, Jr.
.
. . . . . . . .
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Partner,
Everest Partners, LLC, a real estate development company, and President
of
Brabson Investments, Inc., a privately owned investment company,
since
January 2000. From 1996 to January 2000, Mr. Brabson served as
Chairman of
the Board of Lykes Bros. Inc., a privately owned diversified agricultural
company. From 1990 to 1996, Mr. Brabson served as Chairman, Chief
Executive Officer and President of Peoples Gas System, Inc., a
gas service
utility company.
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W.
R. Carey,
Jr. . . . . . . . . . . . .
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President
and Founder of Corporate Resource Development, a sales and marketing
consulting and training firm, since 1981. Mr. Carey is a director of
Kforce, Inc., a national provider of professional and technical
specialty
staffing services, and of Electric City Corp, a
developer, manufacturer and integrator of energy saving technologies
and
building automation controls as well as an independent developer
of
scalable, negative power systems.
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General
(Ret) Tommy Franks
.
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President
of Franks & Associates, LLC., a private consulting firm, since 2003.
General Franks served in the United States Army from 1966 to 2003.
In
August 2003, he retired as a four star general after commanding
Operation
Enduring Freedom in Afghanistan and Operation Iraqi Freedom in
Iraq.
General Franks is a director of Bank of America, a
bank holding company and a financial holding company under the
Gramm-Leach-Bliley Act.
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Lee
Roy Selmon
.
. . . . . . . . . . .
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President
of University of South Florida (“USF”) Foundation Partnership for
Athletics, since February 2004. Mr. Selmon is also a director of
Fifth
Third Bank, Florida region, which is a division of Fifth Third
Bancorp.
From May 2001 to February 2004, Mr. Selmon was USF’s Director of
Athletics. From 1993 to May 2001, Mr. Selmon served as USF’s Associate
Athletic Director for External Affairs. Until January 2005, Mr.
Selmon
served as a director of First National Bankshares of Florida, Inc.,
a
national banking association.
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Toby
S. Wilt . . . . . . . . . . .
.
. . .
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Chairman
of Christie Cookie Company, a privately owned gourmet cookie manufacturer,
retailer and wholesaler, since 1989, and President of TSW Investment
Company, a privately owned investment company, since 1987. Mr. Wilt
is a director of 1st
Source Corporation, a registered bank holding company, and TLC
Vision
Corp, a diversified healthcare service company whose primary business
is
eye care.
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Amount
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Percent
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Beneficially
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of
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Name
of Beneficial Owner
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Owned
(1)
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Class
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Chris
T. Sullivan (2) . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . . .
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2,496,114
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3.32%
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Robert
D. Basham (3) . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . .
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4,378,204
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5.82%
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A.
William Allen III (4) . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . . . .
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650,000
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*
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Paul
E. Avery (5) . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . .
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676,100
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*
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John
A. Brabson, Jr. (6) . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . . .
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37,034
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*
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W.
R. Carey, Jr. (7) . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . . . . . .
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0
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*
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Debbi
Fields (8) . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . .
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625
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*
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General
(Ret) Tommy Franks (9) . . . . . . . . . . . . . . . . . . . .
. . . . . .
.
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2,603
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*
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Thomas
A. James (10) . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . .
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52,447
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*
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Joseph
J. Kadow (11) . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . .
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160,000
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*
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Dirk
A. Montgomery (12) . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . .
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100,000
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*
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Benjamin
P. Novello (13) . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . .
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91,961
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*
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Lee
Roy Selmon (14) . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . . . .
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0
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*
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Steven
T. Shlemon (15) . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
. . . .
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76,008
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*
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Toby
S. Wilt (16) . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . .
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75,000
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*
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Capital
Research and Management Company (17) . . . . . . . . . . .
.
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8,011,000
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10.64%
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FMR
Corp. (18) . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . . . . .
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6,092,880
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8.09%
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JP
Morgan Chase & Co. (19) . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
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4,405,987
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5.85%
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|||
All
directors and executive officers as a group (15 persons) . . .
.
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8,796,096
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11.68%
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(1)
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The
named shareholders have sole voting and dispositive power with
respect to
all shares shown as being beneficially owned by them, except
as otherwise
indicated.
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(2)
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Includes
2,466,424 shares owned by CTS Equities, Limited Partnership,
an investment
partnership (“CTSLP”). Mr. Sullivan is a limited partner of CTSLP and the
sole member of CTS Equities, LLC, the sole general partner of
CTSLP. Also
includes 2,568 shares owned by Mr. Sullivan's children for whom
Mr. Sullivan serves as custodian.
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(3)
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Includes
2,886,878 shares owned by RDB Equities, Limited Partnership, an
investment partnership (“RDBLP”). Mr. Basham is a limited partner of RDBLP
and the sole member of RDB Equities, LLC, the sole general partner
of
RDBLP. Also includes 1,491,326 shares owned by the Robert D.
Basham
Revocable Trust of 1992, of which Mr. Basham is the sole beneficiary.
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(4)
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Includes
(1) 200,000 shares subject to stock options that Mr. Allen has
the right
to acquire at an exercise price of $28.39 per share within 60
days of
March 3, 2006; (2) 300,000 shares of restricted stock that vest
as
follows: (i) 90,000 shares of restricted stock shall vest on
December 31,
2009; provided however if on December 31, 2009 the market capitalization
of the Company exceeds $6,060,000,000, an additional 30,000 shares
of
restricted stock shall vest; (ii) 90,000 shares of restricted
stock shall
vest on December 31, 2011; provided however if on December 31,
2011 the
market capitalization of the Company exceeds $8,060,000,000,
an additional
30,000 shares of restricted stock shall vest; and (iii) all remaining
shares of restricted stock granted herein shall vest on December
31, 2014;
and (3) 150,000 shares of restricted stock that vest as follows:
(i)
75,000 shares of restricted stock shall vest on December 31,
2009; and
(ii) 75,000 shares of restricted stock shall vest on December
31, 2011.
Does not include 300,000 shares subject to stock options that
are not
exercisable within 60 days of March 3, 2006.
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(5)
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Includes
83,000, 200,000, 300,000 and 60,000 shares subject to stock options
that
Mr. Avery currently has the right to acquire at exercise prices of
$15.00, $24.94, $28.06 and $34.12 per share, respectively. Does
not
include 240,000 shares subject to stock options that are not
exercisable
within 60 days of March 3, 2006.
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(6)
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Includes
15,003 shares subject to stock options that Mr. Brabson currently
has the
right to acquire at an exercise price of $38.42 per share. Does
not
include share equivalents representing value of shares held under
the
Directors’ Deferred Compensation and Stock Plan.
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(7)
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Does
not include share equivalents representing value of shares held
under the
Directors’ Deferred Compensation and Stock Plan.
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(8)
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Does
not include share equivalents representing value of shares held
under the
Directors’ Deferred Compensation and Stock Plan.
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(9)
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Includes
2,403 shares of restricted stock that vest in five annual installments
beginning on April 27, 2006, in the respective amounts of 480
shares, 480
shares, 480 shares, 480 shares and 483 shares. Does not include
share
equivalents representing value of shares held under the Directors’
Deferred Compensation and Stock Plan.
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(10)
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Includes
45,000 shares subject to stock options that Mr. James currently
has the
right to acquire at an exercise price of $30.60 per share.
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(11)
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Includes
100,000 and 10,000 shares subject to stock options that Mr. Kadow
currently has the right to acquire at exercise prices of $24.875
and
$28.39 per share, respectively. Also includes 50,000 shares of
restricted
stock that vest in three annual installments beginning on October
26,
2008, in the respective amounts of 10,000 shares, 10,000 shares
and 30,000
shares. Does not include 115,000 shares subject to stock options
that are
not exercisable within 60 days of March 3, 2006.
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(12)
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Includes
100,000 shares of restricted stock of which 50,000 vest on the
5th
anniversary of his employment, or November 1, 2009; provided
however if on
November 1, 2009 the market capitalization of the Company exceeds
$6,000,000,000, an additional 10,000 shares of restricted stock
shall vest
and the balance of the shares of restricted stock vest on the
7th
anniversary of his employment, or November 1, 2011.
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(13)
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Includes
28,074, 30,000 and 10,000 shares subject to stock options that
Mr. Novello
currently has the right to acquire at exercise prices of $15.67,
$36.56
and $28.39 per share, respectively. Does not include 235,000
shares
subject to stock options that are not exercisable within 60 days
of March
3, 2006.
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(14)
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Does
not include share equivalents representing value of shares held
under the
Directors’ Deferred Compensation and Stock Plan.
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(15)
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Includes
1,608 shares owned by Mr. Shlemon as custodian for a minor child.
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(16)
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Includes
45,000 shares subject to stock options that Mr. Wilt currently
has the
right to acquire at an exercise price of $15.00 per share. Does
not
include share equivalents representing value of shares held under
the
Directors’ Deferred Compensation and Stock Plan.
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(17)
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Based
on a Schedule 13G/A filed by Capital Research and Management
Company, a
Delaware corporation (“CRMC”), with the Securities and Exchange Commission
(the “SEC”) on February 10, 2006, reflecting beneficial ownership as of
December 31, 2005. These shares are owned by various individual
and
institutional investors for which CRMC serves as investment adviser
with
power to direct investments. CRMC has sole power to vote 5,071,000
of the
shares and has shared voting power with respect to no
shares.
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(18)
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Based
on a Schedule 13G/A filed by FMR Corp., a Delaware corporation,
with the
SEC on February 14, 2006, reflecting beneficial ownership as of
December 31, 2005. Includes: (i) 5,837,940 shares beneficially
owned by
Fidelity Management & Research Company; (ii) 50,500 shares
beneficially owned by Fidelity Management Trust Company; (iii)
203,840
shares beneficially owned by Fidelity International Limited;
and (iv) 600
shares beneficially owned by Strategic Advisers, Inc. FMR Corp.
has the
sole power to vote or direct the vote of 431,240 shares and has
shared
voting power with respect to no shares. FMR Corp. has the sole
power to
dispose of all 6,092,880 shares.
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(19)
|
Based
on a Schedule 13G filed by JPMorgan Chase & Co., a Delaware
corporation (“JPMC”), with the SEC on February 8, 2006, reflecting
beneficial ownership as of December 31, 2005. These shares are
owned by
various individual and institutional investors for which JPMC
serves as
investment adviser with power to direct investments. JPMC has
sole power
to vote 3,704,151 shares and the shared power to vote 648,436
shares. JPMC
has sole dispositive power with respect to 3,755,976 of such
shares and
shared dispositive power of 648,936 shares.
|
Long-Term
Compensation
|
||||||||
` Annual
Compensation
|
Awards
|
Payouts
|
||||||
Securities
|
||||||||
Other
|
Under-
|
|||||||
Annual
|
Restricted
|
Lying
|
All
Other
|
|||||
Compen-
|
Stock
|
Options/
|
LTIP
|
Compen-
|
||||
Salary
|
Bonus
|
sation
|
Award(s)
|
SARs
|
Payouts
|
sation
|
||
Name
and Principal Position
|
Year
|
($)
|
($)(1)
|
($)(2)
|
($)(3)
|
(#)
|
($)
|
($)(4)
|
Chris
T. Sullivan
|
2005
|
412,500
|
-
|
43,028
|
-
|
-
|
-
|
14,700
|
Chairman
and former Chief
|
2004
|
655,962
|
-
|
99,000
|
-
|
-
|
-
|
-
|
Executive
Officer (5)
|
2003
|
600,000
|
-
|
74,654
|
-
|
-
|
-
|
-
|
A.
William Allen III
|
2005
|
692,885
|
2,808,574
|
15,525
|
18,430,500
|
-
|
-
|
11,917
|
Chief
Executive Officer (5)
|
2004
|
407,692
|
729,028
|
5,600
|
-
|
-
|
-
|
-
|
2003
|
300,000
|
346,311
|
4,800
|
-
|
-
|
-
|
-
|
|
Paul
E. Avery
|
2005
|
630,000
|
1,250,000
|
14,972
|
-
|
-
|
-
|
3,150
|
Chief
Operating Officer (5)
|
2004
|
621,154
|
1,262,500
|
5,200
|
-
|
-
|
-
|
-
|
2003
|
546,317
|
800,000
|
4,800
|
-
|
300,000
|
-
|
-
|
|
Joseph
J. Kadow
|
2005
|
416,000
|
56,828
|
4,400
|
1,837,500
|
-
|
-
|
12,000
|
Executive
Vice President, Chief
|
2004
|
413,462
|
103,981
|
5,200
|
-
|
75,000
|
-
|
-
|
Officer-Legal
and Corporate Affairs
|
2003
|
344,329
|
271,808
|
4,800
|
-
|
-
|
-
|
-
|
Benjamin
P. Novello
|
2005
|
400,000
|
390,000
|
4,400
|
-
|
-
|
-
|
-
|
President
of subsidiary Outback
|
2004
|
400,962
|
397,500
|
5,200
|
-
|
150,000
|
-
|
-
|
Steakhouse
of Florida, Inc. (“OSF”)
|
2003
|
260,577
|
433,120
|
4,800
|
-
|
-
|
-
|
-
|
Steven
T. Shlemon
|
2005
|
240,000
|
553,493
|
4,400
|
-
|
-
|
-
|
9,351
|
President
of subsidiary
|
2004
|
247,855
|
430,803
|
5,200
|
-
|
-
|
-
|
-
|
Carrabba's
Italian Grill, Inc.
|
2003
|
204,225
|
266,956
|
4,800
|
-
|
-
|
-
|
-
|
(1)
|
Bonus
amounts paid to Mr. Allen include a one-time signing bonus
of $2,000,000
in connection with his promotion to Chief Executive Officer
and $808,574
paid under the revised quarterly bonus plan established for
him by the
Compensation Committee. Bonus amounts paid in 2005 to Messrs. Avery,
Novello and Shlemon represent amounts paid under the revised
quarterly
bonus plans established for each of them by the Compensation
Committee.
Bonus amounts paid in 2003 and 2004 to Messrs. Avery, Allen, Novello
and Shlemon represent amounts paid under the former quarterly
bonus plans
established for each of them by the Compensation Committee
and the
Company's Corporate Employee Bonus Plan. Bonus amounts paid
in 2003-2005
to Mr. Kadow represent amounts paid under the Company’s Corporate
Employee Bonus Plan, which the Compensation Committee approved.
See
“Executive Compensation - Report by the Compensation Committee
on
Executive Compensation - Cash Incentives” for a discussion of the plan for
2005.
|
(2)
|
Other
annual compensation includes car allowance of $4,800 for Messrs.
Allen and
Avery, of $4,400 for Messrs. Kadow, Novello and Shlemon, and
of $6,000 for
Mr. Sullivan. Mr. Sullivan also received an allowance for personal
use of
the Company’s aircraft of up to 50 hours for 2003, 2004 and a pro rata
portion through May 2005. In 2005, the amount of $37,028 of compensation
attributable to Mr. Sullivan’s personal use of Company aircraft was based
on the variable costs to the Company of such personal use. Those
variable
costs include fuel costs, mileage, trip-related maintenance,
landing/ramp
fees and other miscellaneous variable costs. Fixed costs that
do not
change based on usage, such as pilot salaries and the cost of
maintenance
not related to trips, are excluded.
|
|
On
October 26, 2005, the Board approved a policy requiring Messrs.
Allen and
Avery to use the Company aircraft for security and time management
purposes during business and personal travel. Included in this
column are
the personal travel expenses from 2005 of Messrs. Allen and Avery,
which
usage costs were $10,725 and $10,172, respectively. Messrs. Allen
and
Avery have taxable
income attributed to them for personal use of the aircraft.
|
||
(3)
|
As
to Mr. Allen, this column represents the aggregate value on date
of grant
of restricted stock grants made on (i) April 27, 2005, with
respect to 300,000 shares; and (ii) December 31, 2005, with respect
to
150,000 shares of Common Stock, based on the respective closing
prices of
$41.62 and $39.63. The
market value of the Common Stock underlying restricted stock
is based on
the closing price per share of Common Stock on the applicable
grant date,
as reported on the New York Stock Exchange Composite Transaction
Tape.
The
April 2005 grant of 300,000 shares of restricted
stock
vests as follows: (i) 90,000 shares of restricted stock shall
vest on
December 31, 2009; provided however if on December 31, 2009 the
market
capitalization of the Company exceeds $6,060,000,000, an additional
30,000
shares of restricted stock shall vest; (ii) 90,000 shares of
restricted stock shall vest on December 31, 2011; provided however
if on
December 31, 2011 the market capitalization of the Company exceeds
$8,060,000,000, an additional 30,000 shares of restricted stock
shall
vest; and (iii) all remaining shares of restricted stock shall
vest on
December 31, 2014.
The December 2005 grant of 150,000 shares of restricted
stock
vests as follows: (i) 75,000 shares of restricted stock shall vest on
December 31, 2009; and (ii) 75,000 shares of restricted stock
shall vest
on December 31, 2011.
|
|
As
to Mr. Kadow, this column represents the value on the date of
grant of
restricted
stock
granted on October 26, 2005, with respect to 50,000 shares of Common
Stock, based on the closing price of $36.75. The
October 2005 grant of 50,000 shares of restricted
stock vests
in
three annual installments beginning on October 26, 2008, in the
respective
amounts of 10,000 shares, 10,000 shares and 30,000 shares.
The
holder of restricted
stock
has the right to vote and receive dividends with respect to the
shares,
but may not transfer or otherwise dispose of the shares until
they vest.
The unvested portion of each restricted
stock grant is
subject to forfeiture if the holder’s employment terminates prior to
vesting.
|
||
(4)
|
As
to Messrs. Sullivan and Avery, this column reflects the dollar
value of
insurance premiums paid by the Company with respect to life
insurance for
the named individual. The death benefit of such policy is payable
to the
named individual.
|
For
Messrs. Allen, Kadow and Shlemon this column reflects reimbursement
of
voluntarily forfeited amounts that they previously contributed
to the
Company’s 401(k).
|
||
(5)
|
As
of March 7, 2005, Mr. Allen replaced Mr. Sullivan as Chief Executive
Officer, and Mr. Avery replaced Robert Basham as Chief Operating
Officer,
as indicated in the Company’s Form 8-K dated March 11, 2005, filed with
the SEC.
|
Number
of
|
||||||
Securities
|
Value
of
|
|||||
Underlying
|
Unexercised
|
|||||
Unexercised
|
In-the-Money
|
|||||
Shares
|
Options/SARs
|
Options/SARs
at
|
||||
Acquired
|
Value
|
At
FY-End (#)(1)(2)
|
FY-End
($)*
|
|||
Name
|
On
Exercise
|
Realized
|
Exercisable /Unexercisable
|
Exercisable /Unexercisable
|
||
Chris
T. Sullivan (1)
|
0
|
0
|
0
|
0
|
$ 0
|
$ 0
|
A.
William Allen (2)
|
0
|
0
|
100,000
|
400,000
|
$ 1,335,000
|
$ 5,340,000
|
Paul
E. Avery (3)
|
50,000
|
1,316,000
|
403,000
|
480,000
|
$ 7,221,020
|
$ 4,748,400
|
Joseph
J. Kadow (4)
|
0
|
0
|
110,000
|
115,000
|
$ 1,820,000
|
$ 696,750
|
Benjamin
P. Novello (5)
|
45,000
|
1,080,450
|
53,074
|
250,000
|
$ 943,089
|
$ 844,800
|
Steven
T. Shlemon (6)
|
300,000
|
7,834,500
|
0
|
0
|
$ 0
|
$ 0
|
(1)
|
Mr.
Sullivan does not have any options to acquire Common Stock of
the
Company.
|
(2)
|
The
500,000 stock options held by Mr. Allen as of December
31, 2005, were granted on July 24, 2002, expire on July 24, 2012,
have an
exercise price of $28.39 per share and vest in annual 100,000
share
increments beginning May 1, 2005.
|
(3)
|
Of
the 883,000
stock options held by Mr. Avery as of December 31, 2005: (i) 83,000
were granted on July 23, 1997, expire on July 23, 2007, and were
exercisable in full as of December 31, 2005 at an exercise price
of $15.00
per share; (ii) 200,000 were granted on February 2, 2000, expire
on
February 2, 2010, and were exercisable in full as of December 31,
2005 at an exercise price of $24.94 per share; (iii) 300,000 were
granted on April 25, 2001, expire on April 25, 2011, and
are exercisable as follows at an exercise price of $28.06 per
share:
(a) 60,000 shares on or after April 25, 2004, (b) 60,000 shares
on or after April 25, 2005, and (c) 180,000 shares on or after
April 25, 2006; and (iv) 300,000 shares were granted on January
22, 2003, expire on January 22, 2013, and are exercisable as
follows at an
exercise price of $34.12 per share: (a) 60,000 shares on or after
January
22, 2006; (b) 60,000 shares on or after January 22, 2007; and
(c) 180,000 shares on or after January 22, 2008.
|
(4)
|
Of
the 225,000 stock options held by Mr. Kadow as of December 31,
2005: (i)
100,000 shares were granted on January 27, 1999, expire on January
27,
2009, and were exercisable in full as of January 27, 2004, at
an exercise
price of $24.875 per share; (ii) 50,000 shares were
granted on July 24, 2002, expire on July 24, 2012, and are
exercisable as follows at an exercise price of $28.39 per share:
(a) 10,000 shares on or after July 1, 2005, (b) 10,000 shares on
or
after July 1, 2006, and (c) 30,000 shares on or after July 1,
2007; and
(iii) 75,000
shares were
granted on October 27, 2004, expire on October 27, 2014, and are
exercisable as follows at an exercise price of $39.57 per share:
(a)
15,000 shares on or after October 27, 2007, (b) 15,000 shares
on or after
October 27, 2008, and (c) 45,000 shares on or after October 27,
2009.
|
(5)
|
Of
the 294,074 stock options held by Mr. Novello as of December 31,
2005: (i) 28,074 were granted on June 26, 1994, expire on June 26,
2009, and were exercisable in full as of December 31, 2005 at
an exercise
price of $15.67 per share; (ii) 75,000 were granted on January
23, 2002,
expire on January 23, 2012, and are exercisable as follows at
an exercise
price of $36.56 per share: (a) 15,000 shares on or after January 1,
2005, (b) 15,000 shares on or after January 1, 2006, and (c)
45,000 shares
on or after January 1, 2007; (iii) 50,000 were granted on July
24, 2002,
expire on July 24, 2012, and are exercisable as follows at an
exercise
price of $28.39 per share: (a) 10,000 shares on or after July 1,
2005, (b) 10,000 shares on or after July 1, 2006, and (c) 30,000
shares on
or after July 1, 2007; and (iv) 150,000 shares were granted on
April 21,
2004, expire on April 21, 2014, and are exercisable as follows
at an
exercise price of $43.90 per share: 30,000 shares on or after
April 21,
2007; (b) 30,000 shares on or after April 21, 2008; and (c) 90,000
shares
on or after April 21, 2009.
|
(6)
|
Mr. Shlemon
does not have any options to acquire Common Stock of the
Company.
|
*
a
“pay-for-performance” feature that differentiates compensation results
based upon the Company's annual financial performance;
|
||
*
stock incentives, in certain cases, as a component of total compensation
to closely align the interests of the Company's executives with
the
long-term interests of shareholders, facilitate the retention of
talented
executives and encourage Company stock ownership and capital accumulation;
and
|
||
*
emphasis on total compensation versus cash compensation, under
which base
salaries are generally set somewhat lower than competitive levels
but that
motivates and rewards Company executives with total compensation
(including incentive programs) at or above competitive levels,
if the
financial performance of the Company meets or exceeds goals established
for the year.
|
|
|
|
|
2005
|
|
2004
|
|
|
Audit
|
$
|
1,105,900
|
$
|
796,900
|
||||
Audit-Related
|
102,600
|
17,000
|
||||||
Tax
|
-
|
-
|
||||||
All
Other
|
3,800
|
3,600
|
||||||
Total
|
$
|
1,212,300
|
$
|
817,500
|
|
|
|
|
Annual
retainer paid in quarterly installments:
|
$60,000
|
||
Committee
Chair (other than Audit) fee
|
5,000
|
||
Audit
Committee Chair fee
|
8,000
|
||
Board
meeting fee
|
1,500
|
||
Committee
meeting (other than Audit) fee
|
1,000
|
||
Audit
Committee meeting fee
|
2,000
|
||
Telephonic
Board or Committee meeting fee
|
500
|
*$100
invested on 12/31/2000
in
stock or index-including reinvestment of dividends. Fiscal year
ending
December 31.
|
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
OUTBACK
STEAKHOUSE, INC.
|
$100
|
$132.37
|
$133.57
|
$173.80
|
$182.21
|
$167.63
|
DOW
JONES US TOTAL MARKET
|
100
|
88.08
|
68.64
|
89.74
|
100.52
|
106.88
|
DOW
JONES US RESTAURANTS & BARS
|
100
|
97.80
|
79.33
|
113.69
|
148.27
|
155.45
|
· |
25%
of the then total account balance will be distributed five years
after the
Company contribution is made (which generally occurs at the end of
the
five-year employment term);
|
· |
an
additional 25% of the account (i.e., one-third of the remaining account
balance) will be distributed seven years after the Company contribution
is
made; and
|
· |
the
remaining account balance will be distributed 10 years after the
Company
contribution is made.
|
Name
and Position
|
Number
of shares of Common Stock to be Received
|
Chris
T. Sullivan, Chairman
|
0
|
A.
William Allen, III, Chief Executive Officer
|
0
|
Joseph
J. Kadow, Executive Vice President, Chief Officer - Legal and Corporate
Affairs
|
0
|
Paul
E. Avery, Chief Operating Officer
|
0
|
Benjamin
P. Novello, President of subsidiary OSF
|
0
|
Steven
T. Shlemon, President of subsidiary Carrabba’s
|
0
|
Executive
Group
|
0
|
Non-Executive
Director Group
|
0
|
Non-Executive
Officer Employee Group
|
5,000,000
|
Plan
Category
|
|
(a)
Number of securities to be issued upon exercise of outstanding
options,
warrants and rights
|
|
(b)
Weighted-average exercise price of outstanding options, warrants
and
rights
|
|
(c)
Number of securities remaining available for future issuance under
equity
compensation plans (excluding securities reflected in column(a))
|
|
|||
Equity
compensation plans
approved
by security holders (1) (2)
|
|
|
17,537
|
|
$
|
30.60
|
|
|
414
|
|
Equity
compensation plans
not
approved by security holders (3)
|
|
|
150
|
|
|
-
|
|
|
-
|
|
|
|
|
17,687
|
|
$
|
30.34
|
|
|
414
|
|
(1)
|
Outback
Steakhouse, Inc. 2004 Amended and Restated Stock Option Plan.
|
(2)
|
Outback
Steakhouse, Inc. 2005 Amended and Restated Managing Partner Stock
Plan.
|
(3)
|
Outback
Steakhouse, Inc. inducement grants
|
a. |
An
accounting of our Company’s funds contributed to any of the persons or
organizations described above.
|
b. |
Identification
of the person or persons in our Company who participated in making
the
decisions to contribute.
|
c. |
The
internal guidelines or policies, if any, governing our Company’s political
contributions.
|
By
Order of the Board of Directors
|
|
March
30, 2006
|
Joseph
J. Kadow, Secretary
|
· |
The
Partner Equity Deferred Compensation Diversified Plan (the “Diversified
Plan”) which is set forth in a separate document and is intended to
provide for diversified crediting of deferred compensation account
balances as directed by the individual Partners;
and
|
· |
The
Partner Equity Deferred Compensation Stock Plan (the “Stock Plan”) which
is set forth in this document and provides, subject to approval by
the
shareholders of the Company, for the investment of deferred compensation
account balances in phantom shares of Company
stock.
|
Sign,
Date and Return
|
||||||
[
]
the Proxy Card Promptly Using [X]
|
||||||
the
Enclosed Envelope. Votes Must Be Indicated
|
||||||
(x)
in Black or Blue ink.
|
||||||
The
Board of Directors recommends a vote “FOR” proposals 1,
2, 3 and 4and “AGAINST” proposals 5 and
6.
|
||||||
1.
ELECTION OF DIRECTORS
|
FOR AGAINST ABSTAIN
|
|||||
FOR
ALL [ ] WITHHOLD [
] EXCEPTIONS [
]
FOR ALL
|
4.
To amend the Outback Steakhouse,
Inc.
Partner Equity Plan to include
the
Partner Equity Deferred
Compensation
Stock Plan.
|
[ ] [ ] [ ]
|
||||
Nominees:
A. William Allen III, Debbi Fields, Thomas A. James and Chris
T.
Sullivan
|
||||||
(INSTRUCTIONS:
To withhold authority to vote for any individual nominee, mark
the
“Exceptions" box and write that nominee's name in the space provided
below.)
|
5.
Shareholder proposal relating to
reporting
of political contributions.
|
[ ] [ ] [ ]
|
||||
*EXCEPTIONS:
___________________________________________________________
|
||||||
FOR AGAINST ABSTAIN
|
6.
Shareholder proposal relating to
|
[ ] [ ] [ ]
|
||||
2.
To approve an amendment to the Company’s Certificate changing its
name
to “OSI Restaurant Partners, Inc.”
|
[ ] [ ] [ ]
|
reporting
on the implementation of
controlled
atmosphere killing by
chicken
suppliers.
|
||||
3.
To ratify the Board’s selection of independent auditors for 2006.
|
[ ] [ ] [ ]
|
|||||
Your
signature on this Proxy form should be exactly as name
appearing
hereon. Persons signing as executors, administrators,
trustees
and similar capacities should so indicate. For joint accounts
in the name
of each and similar joint owner should be signed.
|
||||||
_____
|
____________________________________________
Share
owner sign here
|
|||||
Date
|
||||||
____________________________________________
Co
owner sign here
|
||||||