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8-K
false 0000049754 0000049754 2020-05-12 2020-05-12

 

 

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, 2020

 

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 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2020. The following matters set forth in the Corporation’s Proxy Statement dated April 1, 2020, 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 Four Class I Directors and Three Class II 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

   

13,921,885

     

245,232

     

82,562

     

1,329,428

 

Daniel J. Brestle

   

14,022,805

     

143,940

     

82,934

     

1,329,428

 

Susan M. Collyns

   

14,085,352

     

81,753

     

82,574

     

1,329,428

 

Larry A. Kay

   

13,606,145

     

560,431

     

83,103

     

1,329,428

 

Caroline W. Nahas

   

13,468,963

     

698,251

     

82,465

     

1,329,428

 

Douglas M. Pasquale

   

13,715,054

     

451,383

     

83,242

     

1,329,428

 

Gilbert T. Ray

   

13,886,919

     

279,688

     

83,072

     

1,329,428

 

The following directors continued in office after the Annual Meeting: Richard J. Dahl, Stephen P. Joyce, and Lillian C. Tomovich.

Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Corporation’s Independent Auditor for the 2020 Fiscal Year.

The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Corporation for the 2020 fiscal year. The voting results are set forth below:

For

   

Against

   

Abstain

   

Broker Non-Votes

 
 

15,311,290

     

186,713

     

81,104

     

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

 
 

13,918,082

     

208,175

     

123,422

     

1,329,428

 

Proposal Four: A Stockholder Proposal Requesting that the Board of Directors Engage an Investment Banking Firm to Effectuate a Spin-off of the Corporation’s IHOP Business Unit.

The stockholders did not approve the proposal requesting that the Board of Directors engage an investment banking firm to effectuate a spin-off of the Corporation’s IHOP business unit. The voting results are set forth below:

For

   

Against

   

Abstain

   

Broker Non-Votes

 
 

234,546

     

13,929,345

     

85,788

     

1,329,428

 


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, 2020

 

 

DINE BRANDS GLOBAL, INC.

             

 

 

By:

 

/s/ Bryan R. Adel

 

 

 

Bryan R. Adel

Senior Vice President, Legal, General

Counsel and Secretary