Denny's Corporation

05/16/2025 | Press release | Distributed by Public on 05/16/2025 07:01

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders (the "Annual Meeting") of Denny's Corporation (the "Company") held on May 14, 2025, the Company's stockholders approved the adoption of the Denny's Corporation Amended and Restated 2021 Omnibus Incentive Plan (the "2021 Plan"), upon which the Plan became effective. The Plan amends and restates the Company's 2021 Omnibus Incentive Plan. The Plan was previously adopted by the Company's Board of Directors, subject to and effective upon stockholder approval.
A description of the Plan is set forth in the Company's 2025 Proxy Statement (the "2025 Proxy Statement") filed with the Securities and Exchange Commission on April 3, 2025 under the caption "Approval of the Denny's Corporation Amended and Restated 2021 Omnibus Incentive Plan" and is incorporated herein by reference. The description of the Plan is qualified in its entirety by reference to the full text of such plan, which was included as Appendix B to the 2025 Proxy Statement, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 14, 2025. At the Annual Meeting, the holders of the Company's common stock entitled to vote at the Annual Meeting (1) elected the seven director nominees for the ensuing year, (2) ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for 2025, (3) approved, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in the 2025 Proxy Statement, (4) voted for a resolution to approve the Plan, and (5) voted against a stockholder proposal that asks the Board of Directors to take the steps necessary to amend the governing documents to give shareholders with an aggregate of at least 15% of outstanding common stock the power to call special meetings of shareholders.
The voting results were as follows:
1.Election of seven (7) directors:
Board of Directors Nominees For Against Abstain Broker Non-Votes
Bernadette S. Aulestia 42,447,580 - 719,611 4,100,814
Olu Beck 41,675,744 - 1,491,447 4,100,814
Gregg R. Dedrick 41,600,896 - 1,566,295 4,100,814
José M. Gutiérrez 41,583,300 - 1,583,891 4,100,814
John C. Miller 41,783,152 - 1,384,039 4,100,814
Kelli F. Valade 41,797,833 - 1,369,358 4,100,814
Mark R. Vondrasek 42,816,046 - 351,145 4,100,814
2.A proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:
For Against Abstain
46,057,521 1,102,683 107,801
3.An advisory resolution to approve the compensation paid to the Company's named executive officers as disclosed in the 2025 Proxy Statement:
For Against Abstain Broker Non-Votes
40,824,415 2,299,302 43,474 4,100,814
4. A resolution to approve the Plan:
For Against Abstain Broker Non-Votes
40,242,918 2,891,601 32,672 4,100,814
5. A proposal that asks the Board of Directors to take the steps necessary to amend the governing documents to give shareholders with an aggregate of at least 15% of outstanding common stock the power to call special meetings of shareholders:
For Against Abstain Broker Non-Votes
13,074,385 29,170,685 922,121 4,100,814
Denny's Corporation published this content on May 16, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on May 16, 2025 at 13:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]