UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2024, the board of directors (the “Board”) of Dine Brands Global, Inc. (the “Corporation”), acting pursuant to the authority granted to it by the Corporation’s Restated Certificate of Incorporation, as amended, increased the size of the Board from ten directors to eleven directors and elected Matthew T. Ryan to fill the newly-created directorship, effective immediately. The Board also determined that Mr. Ryan is “independent” under the applicable standards of the New York Stock Exchange and appointed Mr. Ryan to serve as a member of the Audit Committee of the Board.
There are no arrangements or understandings between Mr. Ryan and any other person pursuant to which Mr. Ryan was elected to serve as a member of the Board. There are not any transactions or relationships between the Company and Mr. Ryan that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Ryan will be compensated for his service on the Board in the same manner as the Corporation’s other non-employee directors. For a description of the Corporation’s director compensation programs, see “Director Compensation” in the Corporation’s proxy statement for the Corporation’s 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on March 31, 2023. In connection with his appointment to the Board, Mr. Ryan will receive an initial prorated equity award targeted at $100,000 in the form of restricted stock units that will cliff vest on the first anniversary of the date of grant and settle in shares of Corporation common stock.
Additionally, in connection with Mr. Ryan’s election to the Board, the Corporation and Mr. Ryan will enter into an indemnification agreement in substantially the same form that the Corporation has entered into with each of the Company’s other directors.
Item 7.01. Regulation FD Disclosure.
On February 23, 2024, the Corporation issued a press release announcing the appointment of Mr. Ryan to the Board. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |||
| 99.1 | Press Release issued by the Corporation on February 23, 2024. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 23, 2024 | DINE BRANDS GLOBAL, INC. | |||||
| By: | /s/ Christine K. Son | |||||
| Christine K. Son | ||||||
| Senior Vice President, Legal, General Counsel and Secretary | ||||||
Exhibit 99.1
News Release
Media Contact
Susan Nelson
Sr. Vice President, Global Communications
Dine Brands Global, Inc.
Susan.Nelson@dinebrands.com
Matt Ryan Joins the Board of Directors of Dine Brands Global, Inc.
PASADENA, Calif. – February 23, 2024 – Dine Brands Global, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill + Bar®, IHOP® and Fuzzy’s Taco Shop® restaurants, announced today that Matt Ryan will be joining as a new independent member of its Board of Directors.
Matt currently serves as Chief Executive Officer of Soli Organic, the market leader in organic controlled environment agriculture. He leads the nation’s largest commercial indoor organic grower, redefining how fresh, organic, and sustainably farmed crops are produced.
“With over 35 years of experience in strategic planning, customer relationship management, digital, and analytics, Matt brings highly valued skills to the table. His knowledge of building new avenues for growth and leading marketing, brand, and product functions for other global brands will make him a strong addition to Dine Brands’ Board of Directors,” said Richard Dahl, Chairman of the Board of Directors, Dine Brands Global, Inc.
Prior to Soli Organic, Matt served in various leadership roles for high-growth companies in retail, CPG and entertainment, including Starbucks and The Walt Disney Company. He has also held strategic planning roles with several national and international advertising agencies and currently serves on the Board of Directors for Kaiser Permanente Heath Plan and Hospitals.
“Matt’s work in CPG and entertainment, along with his prowess in strategic thinking and relationship management, complements our existing Board Members and further supports the work we are doing to innovate and grow the global footprint of our brands,” Dahl added.
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About Dine Brands Global, Inc.
Based in Pasadena, California, Dine Brands Global, Inc. (NYSE: DIN), through its subsidiaries and franchisees, supports and operates restaurants under the Applebee’s Neighborhood Grill + Bar®, IHOP®, and Fuzzy’s Taco Shop® brands. As of December 31, 2023, these three brands consisted of over 3,500 restaurants across 18 international markets. Dine Brands is one of the largest full-service restaurant companies in the world and in 2022 expanded into the Fast Casual segment. For more information on Dine Brands, visit the Company’s website located at www.dinebrands.com.