DEF 14A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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Table of Contents

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Table of Contents

DEF 14A 1 d101034ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12

DENNY’S CORPORATION

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
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☐	Fee paid previously with preliminary materials.

☐	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.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

LOGO

203 East Main Street

Spartanburg, South Carolina 29319

April 9, 2021

To Our Stockholders:

You are cordially invited to attend virtually the Annual Meeting of Stockholders of Denny’s Corporation to be held at 11:00 a.m., Eastern Time, on Wednesday, May 19, 2021. This year’s annual meeting once again will be a completely virtual meeting of stockholders conducted via live webcast. This year, a virtual meeting will be especially valuable in promoting the health and safety of our employees, stockholders and their families. You will be able to participate in the annual meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DENN2021.

Instructions regarding how to attend the meeting online and details concerning the business to be conducted at the annual meeting are more fully described in the accompanying formal Notice of Meeting and Proxy Statement.

The Denny’s brand was founded in 1953 on a simple premise: We love to feed people. Our resolve for feeding people has never been more tested than during this past year. Yet, our associates and franchise partners rose to the occasion, implementing many initiatives to ensure Denny’s would not only survive the current challenges but also thrive well beyond the pandemic. We implemented enhanced communications, developed new safety protocols, introduced streamlined menus while adding innovative products, reduced operating costs, rapidly developed alternative service delivery models, refined our capital structure, and developed two new virtual restaurant concepts.

We provided over $15 million in direct financial assistance to our franchise partners, continued salaries for all unit-level management in Company stores during periods restaurants were closed, invested in benefit programs for all active and furloughed employees, and enabled remote work protocols. Finally, we adjusted compensation programs to align interests, preserve a strong linkage between pay and performance, and retain the leadership talent that has consistently delivered strong results for our stockholders, all in the context of a massively disruptive pandemic. These important initiatives and investments mitigated permanent closings to a total of only 73 restaurants, contributed to Adjusted EBITDA⁽¹⁾ well above our expectations, and kept our seasoned leadership team intact.

Feeding people remains the enduring passion of our brand, but the way we pursue our passion is equally important. That is why Denny’s purchasing decisions are guided by a commitment to animal welfare and sourcing our products responsibly. We have made great strides to reduce energy and waste and will continue dedicating resources to make our business more sustainable. We have built a diverse and inclusive workforce through our commitment to embracing the unique qualities of each employee and valuing differences in thought, culture, and experiences. In support of this commitment, we continually remind our restaurant operators of the Rules We Live By: 1) Everyone is welcome to dine at Denny’s, 2) Everyone is treated like our favorite guest and 3) Everyone is shown kindness and respect.

Sound strategies and effective leadership teams with a long-term focus have contributed to Denny’s 67 years of endurance. Continued oversight of these strategies by our diverse and experienced Board of Directors, coupled with officer equity holding requirements, will ensure our focus on near-term success remains aligned with long-term shareholder interest and ultimately the fulfillment of our brand purpose for many years to come.

Thank you for your continued interest and ongoing support of the Denny’s brand.

On Behalf of the Board of Directors,

Sincerely,

LOGO

Brenda J. Lauderback

Board Chair

⁽¹⁾	Please refer to the reconciliation of Adjusted EBITDA in Appendix A to this Proxy Statement

NOTICE OF MEETING

Spartanburg, SC

April 9, 2021

The Annual Meeting of Stockholders of Denny’s Corporation will be held virtually on Wednesday, May 19, 2021 at 11:00 a.m., Eastern Time, for the following purposes as described in the accompanying Proxy Statement:

To elect the nine (9) nominees named in the accompanying Proxy Statement to the Board of Directors;

To ratify the selection of KPMG LLP as the independent registered public accounting firm of Denny’s Corporation and its subsidiaries for the fiscal year ending December 29, 2021;

To vote on a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers;

To vote on a resolution to approve the Denny’s Corporation 2021 Omnibus Incentive Plan; and

To transact such other business as may properly come before the meeting.

This year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to participate in the annual meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DENN2021. Because the annual meeting is virtual and being conducted via live webcast, stockholders will not be able to attend the annual meeting in person. Details regarding how to participate in the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 19, 2021

The proxy statement and the 2020 Annual Report of Denny’s Corporation are available at http://materials.proxyvote.com/24869P.

YOUR VOTE IS IMPORTANT

Only holders of record of Denny’s Corporation common stock at the close of business on March 23, 2021 will be entitled to notice of, and to vote at, the annual meeting.

We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this proxy statement and our 2020 Annual Report, is being mailed to stockholders on or about April 9, 2021. The Notice also provides instructions on how stockholders can receive paper copies of our proxy materials as well as instructions on how to vote over the Internet, by telephone or by mail.

Whether or not you attend the meeting online, it is important to us that your shares be represented and voted at the meeting. I urge you to sign, date and return the enclosed proxy card or vote via telephone or the Internet as directed on the proxy card at your earliest convenience.

By order of the Board of Directors,

LOGO

Gail Sharps Myers

Executive Vice President, Chief Legal Officer,

Chief People Officer and

Secretary


		PROXY STATEMENT TABLE OF CONTENTS


	Page

I. General		1
A. Introduction		1
B. Stockholder Voting		1
1. Voting by Proxy		1
2. Voting at the Meeting		1
3. Voting Requirements		2
C. Participating in the Annual Meeting		2
D. Why a Virtual-Only Meeting?		2
E. Equity Security Ownership		3
1. Principal Stockholders		3
2. Management		4
3. Equity Compensation Plan Information		5

II. Election of Directors		6
A. Nominees for Election as Directors of Denny’s Corporation		6
B. Business Experience/Director Qualifications		6
C. Director Term Limits and Retirement Age		8
D. Corporate Governance		9
1. Audit and Finance Committee		9
a) Summary of Responsibilities		9
b) Audit Committee Financial Experts		10
c) Audit Committee Report		10
2. Compensation and Incentives Committee		10
a) Summary of Responsibilities		10
b) Process for Determination of Executive and Director Compensation		10
c) Compensation Risk Assessment		11
d) Compensation Committee Interlocks and Insider Participation		11
e) Compensation Committee Report		11
3. Corporate Governance and Nominating Committee		11
a) Summary of Responsibilities		11
b) Corporate Governance Policy and Practice		12
c) Director Nominations Policy and Process		12
d) Board Diversity		13
e) Succession Planning		14
4. Board Leadership Structure and Risk Oversight		14
5. Board Meeting Information		14
6. Communications Between Security Holders and Board of Directors		14
7. Stockholder Engagement		14
8. Board Member Attendance at Annual Meetings of Stockholders		15
E. Director Compensation		15


	Page

III. Selection of Independent Registered Public Accounting Firm		16
A. 2020 and 2019 Audit Information		16
B. Audit Committee’s Pre-approval Policies and Procedures		16

IV. Advisory Vote on Executive Compensation		17

V. Approval of the Denny’s Corporation 2021 Omnibus Incentive Plan		18

VI. Executive Compensation		25
A. Compensation Discussion and Analysis		25
1. Executive Summary		26
2. Consideration of Previous Say-On-Pay Vote		30
3. Compensation Objective and Design		31
4. Role of Peer Companies and Competitive Market Data		31
5. Base Salary		33
6. Annual Cash Incentives		33
7. Long-Term Equity Incentives		36
8. Benefits and Perquisites		38
9. Post-Termination Payments		39
10. Compensation and Corporate Governance Best Practices		39
B. 2020 Summary Compensation Table		41
C. 2020 Grants of Plan-Based Awards		42
D. 2020 Outstanding Equity Awards at Fiscal Year-End		43
E. 2020 Option Exercises and Stock Vested		44
F. 2020 Nonqualified Deferred Compensation		44
G. Summary of Termination Payments and Benefits		45
H. CEO Pay Ratio		47
I. 2020 Director Compensation		48

VII. Related Party Transactions		49

VIII. Code of Ethics		49

IX. Other Matters		50
A. Expenses of Solicitation		50
B. Discretionary Proxy Voting		50
C. 2022 Stockholder Proposals		50
D. Electronic Access to Future Proxy Materials and Annual Reports		50
E. Householding of Annual Meeting Materials		50

X. Form 10-K		51

XI. APPENDIX A		A-1

XII. APPENDIX B		B-1

PROXY STATEMENT

April 9, 2021

GENERAL

Introduction

The Annual Meeting of Stockholders of Denny’s Corporation, a Delaware corporation, will be held virtually on Wednesday, May 19, 2021, at 11:00 a.m., Eastern Time (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Meeting. This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Denny’s Corporation (the “Board”) to be used at the upcoming Annual Meeting. The information provided herein concerns not only Denny’s Corporation, but also Denny’s, Inc., a subsidiary which Denny’s Corporation wholly owns. Substantially all operations of Denny’s Corporation are currently conducted through Denny’s, Inc. Because the Annual Meeting is virtual and being held via live webcast, stockholders will not be able to attend the Annual Meeting in person but may participate by joining the live webcast as further described below.

Stockholder Voting

You may vote at the Annual Meeting either by proxy or personally at the Annual Meeting. Only holders of record of common stock of Denny’s Corporation, par value $0.01 per share (the “Common Stock”), as of the close of business on March 23, 2021 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. This Proxy Statement is first being made available to each such stockholder beginning on or about April 9, 2021.

Voting by Proxy

To vote by proxy, you must either properly execute and return (prior to the Annual Meeting) the proxy card or follow the instructions set forth in the enclosed proxy card to vote by phone or on the Internet. Where you have appropriately specified how your proxy is to be voted, it will be voted accordingly. If no specifications are made, your proxy will be voted (i) in favor of the nine (9) nominees to the Board; (ii) in favor of the selection of KPMG LLP as the independent registered public accounting firm of Denny’s Corporation and its subsidiaries (collectively, the “Company”) for the fiscal year ending December 29, 2021; (iii) in favor of the non-binding advisory resolution to approve the compensation of the Company’s named executive officers, as described herein; and (iv) in favor of the resolution to approve the Denny’s Corporation 2021 Omnibus Incentive Plan. The Company does not know of any matter that is not referred to herein to be presented for action at the Annual Meeting. If any other matter of business is brought before the Annual Meeting, the proxy holders may vote the proxies at their discretion.

If you execute a proxy, you may revoke it at any time before it is exercised by delivering a written notice to Gail Sharps Myers, Executive Vice President, Chief Legal Officer, Chief People Officer and Secretary of Denny’s Corporation prior to the date of the Annual Meeting at Denny’s Corporation’s corporate offices, 203 East Main Street, Spartanburg, South Carolina 29319, by executing and delivering a later-dated proxy, or by participating in the virtual meeting and voting online. If you vote by telephone or by accessing the Internet voting website (which is separate from the meeting website described further below), you may also revoke your proxy by re-voting using the same procedure no later than 11:59 p.m., Eastern Time, on Tuesday, May 18, 2021.

Voting at the Meeting

Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the Company and vote your shares by proxy in the manner described above, or you may personally vote your shares at the Annual Meeting. To participate and vote personally at the meeting, visit www.virtualshareholdermeeting.com/DENN2021, using the 16-digit control number on the Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card. Even if you plan to participate in the meeting, we recommend that you vote in advance by proxy, in case you later change your mind and determine not to participate in the meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting online. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting online unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions and the instructions in the Notice.


		1

General

Stockholder Voting

Voting Requirements

At the Annual Meeting, holders of Common Stock will have one vote per share and a quorum, consisting of a majority of the outstanding shares of Common Stock as of the Record Date, represented in person or by proxy, will be required for the transaction of business by stockholders. A quorum being present, directors will be elected and the other actions proposed in the accompanying Notice of Meeting will be decided by a majority of votes cast on the matter. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum has been reached, but will not be counted in determining the number of shares voted “for” or “against” any director-nominee or on any other proposal, and therefore will not affect the outcome of any proposal. As of the close of business on the Record Date, 64,144,845 shares of Common Stock were issued and outstanding and entitled to be voted at the Annual Meeting.

Participating in the Annual Meeting

This year’s Annual Meeting will be a completely virtual meeting of stockholders and will be webcast live over the Internet. Please go to www.virtualshareholdermeeting.com/DENN2021 for instructions on how to participate in the Annual Meeting. Any stockholder may participate and listen live to the webcast of the Annual Meeting over the Internet at such site. Stockholders as of the Record Date may vote and submit questions either in advance of or while participating in the Annual Meeting via the Internet by using the 16-digit control number included in the Notice or proxy card that accompanied these proxy materials. The webcast starts at 11:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

Why a Virtual-Only Meeting?

Denny’s has conducted virtual-only annual stockholder meetings since 2016 and will do so again in 2021. In addition to promoting the health and safety of our employees, stockholders and their families during the ongoing COVID-19 pandemic, the decision to continue to conduct virtual-only annual stockholder meetings is driven by a number of factors discussed below.

Denny’s ownership is closely held. Currently approximately 70% of Denny’s outstanding common stock is held by 20 institutional stockholders, and approximately 80% is held by 40 institutional stockholders. We maintain an active dialogue with our institutional stockholders particularly following our year-end earnings release in February of each year. Over the last five years that we conducted meetings with the traditional meeting format, only once did any of our top 40 stockholders attend our annual meeting. Conducting the annual meeting virtually increases the opportunity for all stockholders to participate and communicate their views to a much wider audience.

Minimal stockholder attendance when we utilized the traditional meeting format. Over the last five years that we conducted traditional annual meetings, we had only three retail stockholders (aside from employees and directors) who regularly attended our annual stockholders meetings. Our total stockholder attendance from 2011 to 2015 (aside from employees and directors) dwindled from eight to three. Our regular attendees have generally continued to participate in the virtual-only meetings, making comments and/or asking questions through the virtual meeting format provided.

A virtual-only meeting format offers significant time and cost savings to both the Company and its investors. Since our stock ownership is mainly held by large institutional investors, with only routine matters typically being addressed at the meeting, virtual-only meetings offer significant time and cost savings to both the Company and its investors. Organizing and conducting a traditional stockholder meeting, attended by only a handful of people, requires the efforts of approximately 15-20 additional employees and contractors beyond those who now support our Board and virtual meetings. In addition, holding the meeting virtually allows us to make much more efficient use of the time of our independent directors, who are in our offices for a limited time for a related meeting of our Board of Directors.

Virtual meetings improve participation. Without the added cost or planning involved in attending in-person stockholder meetings, we believe virtual-only meetings offer the potential for increased overall stockholder participation. Virtual meetings give stockholders more options to pose their questions to management. Stockholders can submit questions in advance in order to get a better-formulated response, or ask tough questions anonymously that they would be hesitant to ask face-to-face. Additionally, while most of our stockholders are based in the United States, virtual meetings are especially useful to investors that are traveling abroad or based in another country. Also with a traditional meeting format, stockholders would be required to attend in person to present a submitted stockholder proposal; with a virtual-only meeting, this is done virtually, thus saving the stockholder the cost, time and expense of travel to attend the meeting in person.


Denny’s 2021 Proxy Statement		2

General

Why a Virtual-Only Meeting?

Stockholder rights are not affected. We follow a set of Meeting Rules and Procedures which are posted on the virtual meeting website and afford the same treatment to all participating stockholders. Additionally, we use software that verifies the identity of each participating stockholder and ensures during the question and answer portion of the meeting that they are granted the same rights they would have at an in-person meeting. In the event stockholders representing a substantial holding communicate a desire for in-person meetings, we will consider a change in our virtual-only meeting practice.

Given the above listed factors, we feel a virtual-only meeting is the right choice for Denny’s and its stockholders at this time.

Equity Security Ownership

Principal Stockholders

The following table sets forth the beneficial ownership of Common Stock by each stockholder known by the Company as of March 23, 2021, unless otherwise indicated, to own more than 5% of the outstanding shares of Common Stock. As of March 23, 2021, 64,144,845 shares of the Common Stock were issued and outstanding and entitled to be voted at the Annual Meeting.


Name and Address	Amount and Nature of Beneficial Ownership			Percentage of Common Stock
Wells Fargo & Company (and related entities) 420 Montgomery Street San Francisco, CA 94163		7,024,351	⁽¹⁾		11.0	%
Franklin Mutual Advisers, LLC (and related entities) 101 John F. Kennedy Parkway Short Hills, NJ 07078-2789		6,816,174	⁽²⁾		10.6	%
BlackRock, Inc. (and related entities) 55 East 52nd Street New York, NY 10055		5,007,777	⁽³⁾		7.8	%
Wellington Management Group LLP (and related entities) 280 Congress Street Boston, MA 02210		4,219,446	⁽⁴⁾		6.6	%
T. Rowe Price Associates, Inc. (and related entities) 100 E. Pratt Street Baltimore, MD 21202		3,381,132	⁽⁵⁾		5.3	%
The Vanguard Group (and related entities) 1000 Vanguard Blvd., Malvern, PA 19355		3,200,692	⁽⁶⁾		5.0	%

⁽¹⁾

Based upon the Schedule 13G/A filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2021, Wells Fargo & Company, a parent holding company, is the beneficial owner of 7,024,351 shares, has sole voting power and sole investment power with respect to 141,923 shares, shared voting power with respect to 1,412,314 shares, and shared investment power with respect to 6,882,428 shares. Aggregate beneficial ownership reported by Wells Fargo & Company is on a consolidated basis and includes beneficial ownership of its subsidiaries Wells Fargo Clearing Services, LLC, Wells Capital Management Incorporated, Wells Fargo Funds Management, LLC, Wells Fargo Bank, National Association, and Wells Fargo Advisors Financial Network, LLC.

⁽²⁾

Based upon the Schedule 13G filed with the SEC on March 10, 2021, the shares listed are beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly owned subsidiary of Franklin Resources, Inc. (“FRI”). When an investment management contract (including a sub-advisory agreement) delegates to FMA investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FMA as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FMA reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement and is therefore deemed to be the beneficial owner of the shares listed.


		3

General

Equity Security Ownership

⁽³⁾

Based upon the Schedule 13G/A filed with the SEC on January 29, 2021, BlackRock, Inc., as a parent holding company, is the beneficial owner of 5,007,777 shares and has sole voting power with respect to 4,826,609 shares and sole investment power with respect to 5,007,777 shares. Aggregate beneficial ownership reported by BlackRock, Inc. is on a consolidated basis and includes beneficial ownership of its subsidiaries Blackrock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, Blackrock Japan Co., Limited, Blackrock (Luxemborg) S.A., BlackRock Life Limited, BlackRock Fund Managers Limited and BlackRock Investment Management, LLC.

⁽⁴⁾

Based upon the Schedule 13G filed with the SEC on February 3, 2021, Wellington Management Group, LLP, as a parent holding company along with Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP are the beneficial owners of 4,219,446 shares and have shared voting power with respect to 3,754,812 shares and shared investment power with respect to 4,219,446 shares. Wellington Management Company LP, an investment adviser, is deemed to be the beneficial owner of 3,517,679 shares and has shared voting power with respect to 3,296,764 shares and shared investment power respect to 3,517,679 shares.

⁽⁵⁾	Based upon the Schedule 13G/A filed with the SEC on February 16, 2021, T. Rowe Price Associates, Inc., an investment adviser, is the beneficial owner of 3,381,132 shares and has sole voting power with respect to 802,592 shares and sole investment power with respect to 3,381,132 shares.

⁽⁶⁾

Based upon the Schedule 13G filed with the SEC on February 10, 2021, The Vanguard Group, Inc., as an investment adviser and parent holding company, is the beneficial owner of 3,200,692 shares and has shared voting power with respect to 121,406 shares, sole investment power with respect to 3,030,598 shares and shared investment power with respect to 170,094 shares. Aggregate beneficial ownership reported by The Vanguard Group, Inc. is on a consolidated basis and includes beneficial ownership of its subsidiaries Vanguard Fiduciary Trust Company, Vanguard Investments Australia, Ltd., Vanguard Asset Management, Limited, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Canada Inc, Vanguard Investments Hong Kong Limited, and Vanguard Investments UK, Limited.

Management

The following table sets forth, as of March 23, 2021, the beneficial ownership of Common Stock by: (i) each current member of the Board, (ii) each director nominee of Denny’s Corporation to the Board, (iii) each named executive officer included in the 2020 Summary Compensation Table elsewhere in this Proxy Statement, and (iv) all current directors and executive officers of Denny’s Corporation as a group. Except as otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.


Name	Amount and Nature of Beneficial Ownership ⁽¹⁾			Percentage of Common Stock
Bernadette S. Aulestia		25,651				*
Olu Beck		-				*
Gregg R. Dedrick		116,578				*
José M. Gutiérrez		103,621				*
Brenda J. Lauderback		170,075				*
Robert E. Marks		294,483				*
John C. Miller		1,275,118			2.0	%
Donald C. Robinson		155,799				*
Laysha Ward		126,086				*
F. Mark Wolfinger		806,648			1.3	%
Robert P. Verostek		57,903	⁽²⁾
Christopher D. Bode		41,117				*
John W. Dillon		71,810				*
Stephen C. Dunn		112,373				*
All current directors and executive officers as a group (16 persons)		3,488,567			5.3	%

*	Less than 1%.

⁽¹⁾

The Common Stock listed as beneficially owned by the following individuals includes shares of Common Stock which such individuals have the vested right to acquire (as of March 23, 2021 or within 60 days thereafter) through the conversion of either restricted stock units (“RSUs”), deferred stock units (“DSUs”) (on a designated date or upon termination of service as a director of Denny’s Corporation), or performance share units (“PSUs”) deferred pursuant to the Denny’s, Inc. Deferred Compensation Plan, as Amended and Restated effective March 1, 2017 (the


Denny’s 2021 Proxy Statement		4

General

Equity Security Ownership

“Deferred Compensation Plan”) (on a designated date or upon termination as an employee of Denny’s): (i) Ms. Aulestia (25,651 shares), (ii) Mr. Dedrick (39,310 shares), (iii) Mr. Dillon (1,171 shares), (iv) Mr. Dunn (46,972 shares), (v) Mr. Gutiérrez (79,244 shares), (vi) Ms. Lauderback (170,075 shares), (vii) Mr. Marks (192,930 shares), (viii) Mr. Miller (564,599 shares), (ix) Mr. Robinson (150,141 shares), (x) Mr. Verostek (32,065 shares), (xi) Ms. Ward (102,547 shares), and (xii) all current directors and executive officers as a group (1,430,347 shares).

⁽²⁾	Mr. Verostek has shared voting and investment power with respect to 14,000 of the shares shown as beneficially owned by him.

Equity Compensation Plan Information

The following table sets forth information as of December 30, 2020 with respect to compensation plans of the Company under which equity securities of Denny’s Corporation are authorized for issuance.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights ⁽²⁾		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		4,088,681	⁽¹⁾	$	3.89		2,012,399	⁽³⁾
Equity compensation plans not approved by security holders		-		$	0.00		704,166	⁽⁴⁾

Total		4,088,681		$	3.89		2,716,565

⁽¹⁾	Includes shares issuable in connection with our outstanding performance share awards, restricted stock units awards and deferred stock units.

⁽²⁾	Includes the weighted-average exercise price of stock options only.

⁽³⁾	Includes shares of Common Stock available for issuance as awards of stock options, restricted stock, restricted stock units, deferred stock units and performance awards under the Denny’s Corporation 2017 Omnibus Incentive Plan.

⁽⁴⁾	Includes shares of Common Stock available for issuance as awards of stock options and restricted stock units outside of the Denny’s Incentive Plans in accordance with Nasdaq Listing Rule 5635(c)(4).


		5

ELECTION OF DIRECTORS

Nominees for Election as Directors of Denny’s Corporation

As permitted under the By-laws of Denny’s Corporation (the “By-laws”), the Board has set nine (9) as the number of directors, as of May 19, 2021, to constitute the Board. Accordingly, it is intended that proxies in the accompanying form will be voted at the Annual Meeting for the election of nine (9) nominees to the Board. These nominees are: Bernadette S. Aulestia, Olu Beck, Gregg R. Dedrick, José M. Gutiérrez, Brenda J. Lauderback, John C. Miller, Donald C. Robinson, Laysha Ward, and F. Mark Wolfinger, each of whom has consented to serve and be named in this Proxy Statement and will serve as a director, if elected, until the 2022 Annual Meeting of Stockholders or until his or her successor shall be elected and shall qualify, except as otherwise provided in Denny’s Corporation’s Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”), and the By-laws. Each nominee, with the exception of Ms. Beck, currently serves as a director. Robert E. Marks, currently a director, will not stand for re-election.

If for any reason any nominee named above is not a candidate when the election occurs, it is intended that proxies in the accompanying form will be voted for the election of the other nominees named above and may be voted for any substitute nominee or, in lieu thereof, the Board may reduce the number of directors in accordance with the Restated Certificate of Incorporation and the By-laws.

Business Experience/Director Qualifications

The name, age, present principal occupation or employment, directorships and the material occupations, positions, offices or employments for at least the past five years, of each current director (with the exception of Mr. Marks who is not standing for reelection) and each director nominee of Denny’s Corporation are set forth below. Unless otherwise indicated, each such person has held the occupation listed opposite his or her name for at least the past five years.


Bernadette S. Aulestia Director Since 2018 Age 48		Occupation: Former President, Global Distribution, Home Box Office, Inc., the premium television programming subsidiary of WarnerMedia (2015-2019); Executive Vice President, Domestic Network & Digital Distribution, HBO, Inc. (2013-2015); Senior Vice President, Domestic Network & Digital Distribution, HBO, Inc. (2009-2013). Qualifications: Ms. Aulestia’s multiple executive leadership positions during her 22 year career with Home Box Office, Inc. provide our Board with senior leadership experience in the areas of strategic planning, operations, distribution, international and the development of strategic marketing plans for the Hispanic, African-American, and Asian consumer. Other Public Company Boards: Current - Nexstar Media Group, Inc.


Olu Beck Director Nominee Age 54		Occupation: Founder and Chief Executive Officer of The Beck Group NJ, a boutique strategic and management consulting firm (January 2013 - Current); Chief Executive Officer, Wholesome Sweeteners, Inc., a supplier of natural and organic sweeteners and snacks (January 2016-2018); Head of Global and US Marketing (Shopper) & Health and Wellness for Johnson and Johnson, a developer and manufacturer of consumer and healthcare products (2010 - 2012); Prior to Johnson and Johnson, Ms. Beck served in various executive leadership roles in finance and sales at Mars Incorporated, a manufacturer of confectionery, pet food, and food products, from 1989-2009, including serving as Chief Financial Officer of Uncle Ben’s Rice. Qualifications: Ms. Beck has more than 25 years of experience in portfolio business management and general management, including direct experience in transformational and strategic growth - both organic and through mergers and acquisition. She brings a diversified experience base in finance, sales and marketing with global expertise from senior leadership roles managing teams in Europe, the Americas and Asia Pacific. In 2017 and 2018, she was awarded the title, Top 25 Most Influential Women CEO’s of the Mid-Market in the USA by CEO Connection. Ms. Beck has experience on private and public boards with insights into leading practices in executive compensation, corporate governance and audit. Other Public Company Boards: Current - Freshpet, Inc.


Denny’s 2021 Proxy Statement		6

Election of Directors

Business Experience/Director Qualifications


Gregg R. Dedrick Director Since 2010 Age 62		Occupation: Co-founder of David Novak Leadership (formerly OGoLead), an online leadership development company (February 2018-present); Co-founder of Whole Strategies, an organizational consulting firm (2009-2013); Former Executive Vice President of Yum Brands, Inc., an operator and franchisor of fast food restaurants (2008-2009); President and Chief Concept Officer of KFC, a chicken restaurant chain (2003-2008). Qualifications: Mr. Dedrick provides our Board with nearly 30 years of senior leadership experience in restaurant company general management, operations and organizational resource planning for corporate staff functions in franchised-based consumer and restaurant systems. Mr. Dedrick is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow.


José M. Gutiérrez Director Since 2013 Age 59		Occupation: Retired; Senior Executive Vice President, Executive Operations, AT&T Services, Inc. (2014-2016); President of AT&T Wholesale Solutions (2012-2014), a unit of AT&T, Inc. focused on wholesale sales of communication products and services; President and Chief Executive Officer of AT&T Advertising Solutions (2010-2012), a subsidiary of AT&T, Inc., devoted to publishing and sales of Yellow and White Pages directory advertising. Qualifications: Mr. Gutiérrez, a telecom executive with nearly 25 years of experience leading a range of AT&T business units during his tenure with the company, provides our Board with senior leadership experience in providing consumer-facing telecommunications solutions, including direct experience in investor relations, and mergers and acquisitions. Before joining AT&T, Mr. Gutiérrez worked as a licensed CPA and strategy consultant with KPMG. Mr. Gutiérrez is an NACD Board Leadership Fellow. Other Public Company Boards: Current - Adient plc; Prior - Dr. Pepper Snapple Group, Inc.


Brenda J. Lauderback Director Since 2005 Age 70		Occupation: Retired; President of the Wholesale and Retail Group of Nine West Group, Inc., a footwear manufacturer and distributor (1995-1998); President of Wholesale Division of U.S. Shoe Corporation, a footwear manufacturer and distributor (1993-1995); Vice President and General Merchandise Manager of Target Corporation (formerly Dayton Hudson) (1982-1993). Qualifications: Ms. Lauderback provides our Board with over 25 years of leadership experience in merchandising, marketing, product development and design and manufacturing at prominent national wholesale and retail companies. Her collective years of experience on public company boards also provides our Board with significant insight into leading practices in executive compensation and corporate governance. Ms. Lauderback is an NACD Board Leadership Fellow and was named in 2017 to the NACD Directorship 100, the annual list that recognizes the leading corporate directors, corporate-governance experts, policymakers, and influencers who significantly impact boardroom practices and performance. Other Public Company Boards: Current - Wolverine World Wide, Inc., Select Comfort Corporation; Prior - Big Lots, Inc.


John C. Miller Director Since 2011 Age 65		Occupation: Chief Executive Officer of Denny’s Corporation (February, 2020-present); Chief Executive Officer and President of Denny’s Corporation (2011-February, 2020); Chief Executive Officer and President of Taco Bueno Restaurants, Inc., an operator and franchisor of quick-service Mexican eateries (2005-2011); President of Romano’s Macaroni Grill (1997-2004). Qualifications: As CEO, Mr. Miller provides our Board with experience and perspective for leading the strategic direction of the Company. He is an accomplished restaurant industry veteran with over 40 years of restaurant operations and management experience. Prior to joining Denny’s, Mr. Miller served as President of Taco Bueno and spent 17 years with Brinker International where he served as President of Romano’s Macaroni Grill and President of Brinker’s Mexican Concepts.


		7

Election of Directors

Business Experience/Director Qualifications


Donald C. Robinson Director Since 2008 Age 68		Occupation: Retired; President of Potcake Holdings, LLC, a hospitality consulting firm (2015-2016); President and Chief Operating Officer of All Aboard Florida-Operations, LLC, a high-speed, passenger rail company from Miami to Orlando, Florida (2013-2015); President of Baha Mar Resorts, Ltd., a resort development in Nassau, Bahamas (2006-2012); Group Managing Director, Hong Kong Disneyland (2001-2006); Senior Vice President, Walt Disney World Operations (1998-2001). Qualifications: Mr. Robinson provides our Board with over 40 years of operational leadership experience with companies providing hospitality consulting, rail service, lodging, entertainment and food service, including a 33-year career with Disney. Mr. Robinson is an NACD Board Leadership Fellow. Other Public Company Boards: Prior - SeaWorld Entertainment, Inc.


Laysha Ward Director Since 2010 Age 53		Occupation: Executive Vice President and Chief External Engagement Officer, Target Corporation (2017-present); Executive Vice President & Chief Corporate Social Responsibility Officer, Target Corporation (2014-2017); President, Community Relations, Target Corporation (2008-2014); Vice President, Community Relations, Target Corporation (2003-2007). Qualifications: Ms. Ward provides our Board with over 25 years of retail industry leadership experience at Target Corporation in external stakeholder engagement, corporate responsibility, communications, diversity and inclusion, reputation and crisis management, demographic/segmentation customer relations, and strategic planning. In 2008, President George W. Bush nominated and the U.S. Senate confirmed Ms. Ward to serve on the board of directors of the Corporation for National and Community Service (CNCS), the nation’s largest grant maker for volunteerism and service. Her term continued through the Obama Adminstration. Ms. Ward is an NACD Board Leadership Fellow. Other Public Company Boards: Current - United Airlines Holdings, Inc.


F. Mark Wolfinger Director Since 2011 Age 65		Occupation: President of Denny’s Corporation (February, 2020-present); Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny’s Corporation (2008-February, 2020); Executive Vice President, Growth Initiatives and Chief Financial Officer of Denny’s Corporation (2006-2008); Chief Financial Officer of Denny’s Corporation (2005-2006). Qualifications: Mr. Wolfinger provides our Board with nearly 40 years of strategic and financial leadership experience in the retail and restaurant industries. Previous roles include Chief Financial Officer of Danka Business Systems and senior financial positions with Hollywood Entertainment, Metromedia Restaurant Group (operators of Bennigans, Ponderosa Steakhouse, and Steak & Ale), and the Grand Metropolitan PLC.

DATE & TIME

May 19, 2021

11:00 a.m. Eastern Time

PLACE

Virtual Meeting

(see below)

RECORD DATE

March 23, 2021

ADMISSION

To participate and vote at the meeting

(see instructions below)

SEC Form DEF 14A filed by Denny&#39;s Corporation

SEC Form DEF 14A filed by Denny's Corporation