UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Dine Brands Global, Inc. (the “Corporation”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2025. The following matters set forth in the Corporation’s Proxy Statement dated March 28, 2025, 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 |
9,382,907 | 313,517 | 78,880 | 2,809,034 | ||||
| Richard J. Dahl |
9,193,037 | 504,255 | 78,012 | 2,809,034 | ||||
| Michael C. Hyter |
9,179,956 | 517,006 | 78,342 | 2,809,034 | ||||
| Douglas M. Pasquale |
9,214,875 | 500,368 | 60,061 | 2,809,034 | ||||
| John W. Peyton |
9,368,162 | 329,406 | 77,736 | 2,809,034 | ||||
| Martha C. Poulter |
9,366,157 | 331,807 | 77,340 | 2,809,034 | ||||
| Matthew T. Ryan |
9,546,113 | 149,509 | 79,682 | 2,809,034 | ||||
| Arthur F. Starrs |
9,543,576 | 148,810 | 82,918 | 2,809,034 | ||||
| Lilian C. Tomovich |
9,254,826 | 439,620 | 80,858 | 2,809,034 |
Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Corporation’s Independent Auditor for the 2025 Fiscal Year.
The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Corporation for the 2025 fiscal year. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 12,309,927 | 186,405 | 88,006 | -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 | |||
| 8,984,431 | 708,715 | 82,158 | 2,809,034 |
Proposal Four: Approval of an amendment to the Corporation’s 2019 Stock Incentive Plan, as amended, to increase the reservation of common stock for issuance thereunder.
The stockholders approved an amendment to the Corporation’s 2019 Stock Incentive Plan, as amended, to increase the reservation of common stock for issuance thereunder. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,850,325 | 1,849,467 | 75,512 | 2,809,034 |
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 19, 2025 | DINE BRANDS GLOBAL, INC. | |||||
| By: | /s/ Vance Y. Chang | |||||
| Vance Y. Chang | ||||||
| Chief Financial Officer | ||||||