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8-K
false 0000049754 0000049754 2022-05-12 2022-05-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 12, 2022

 

 

Dine Brands Global, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-15283   95-3038279
(State or other jurisdiction of
incorporation or organization)
  (Commission
File No.)
  (I.R.S. Employer
Identification No.)

 

450 North Brand Boulevard, Glendale, California   91203-2306
(Address of principal executive offices)   (Zip Code)

(818) 240-6055

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
symbol(s)

 

Name of each exchange
on which registered

Common Stock, $.01 Par Value   DIN   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

The Corporation held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2022. The following matters set forth in the Corporation’s Proxy Statement dated March 30, 2022, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.

Proposal One: Election of Directors.

The nominees listed below were elected to serve as directors for a one-year term with the respective votes set forth opposite their names:

 

     For      Against      Abstain      Broker Non-Votes  

Howard M. Berk

     13,575,639        273,361        16,032        1,477,256  

Susan M. Collyns

     13,826,690        22,988        15,354        1,477,256  

Richard J. Dahl

     13,515,091        333,742        16,199        1,477,256  

Michael C. Hyter

     13,795,905        53,113        16,014        1,477,256  

Larry A. Kay

     13,581,072        267,699        16,261        1,477,256  

Caroline W. Nahas

     13,443,215        406,737        15,080        1,477,256  

Douglas M. Pasquale

     10,548,958        3,300,274        15,800        1,477,256  

John W. Peyton

     13,716,351        137,282        11,399        1,477,256  

Martha C. Poulter

     13,837,650        12,010        15,372        1,477,256  

Lilian C. Tomovich

     13,714,801        134,711        15,520        1,477,256  

Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Corporation’s Independent Auditor for the 2022 Fiscal Year.

The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Corporation for the 2022 fiscal year. The voting results are set forth below:

 

For   Against   Abstain   Broker Non-Votes
15,273,506   51,801   16,982   0

Proposal Three: Approval, on an Advisory Basis, of the Compensation of the Corporation’s Named Executive Officers.

The stockholders approved, on an advisory basis, the compensation of the Corporation’s named executive officers as disclosed in the Proxy Statement. The voting results are set forth below:

 

For   Against   Abstain   Broker Non-Votes
13,067,675   754,101   43,256   1,477,256

Proposal Four: Approval of an Amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan to Increase the Reservation of Common Stock for Issuance Thereunder.

The stockholders approved the amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan as described in the Proxy Statement. The voting results are set forth below:

 

For   Against   Abstain   Broker Non-Votes
12,539,511   1,281,751   43,770   1,477,256


Proposal Five: A Stockholder Proposal Requesting that the Corporation Produce a Report on the Feasibility of Increasing Tipped Workers’ Wages.

The stockholders did not approve the proposal requesting that the Corporation produce a report on the feasibility of increasing tipped workers’ wages. The voting results are set forth below:

 

For   Against   Abstain   Broker Non-Votes
1,697,217   11,951,398   216,418   1,477,256

Proposal Six: A Stockholder Proposal Requesting that the Corporation Produce a Report Relating to the Ways in Which the Corporation Reconciles Disparities Between its Published ESG Standards and the Implementation of Those Standards, Including With Respect to the Use of Gestation Crates in its Pork Supply.

The stockholders did not approve the proposal requesting that the Corporation produce a report relating to the ways in which the Corporation reconciles disparities between its published ESG standards and the implementation of those standards, including with respect to the use of gestation crates in its pork supply. The voting results are set forth below:

 

For   Against   Abstain   Broker Non-Votes
2,615,559   11,034,703   214,770   1,477,256


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 13, 2022     DINE BRANDS GLOBAL, INC.
    By:  

/s/ Christine K. Son

     

Christine K. Son

Senior Vice President, Legal, General

Counsel and Secretary