Bylaw Amendment · Shareholder Vote

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 11, 2023     Dine Brands Global, Inc. (Exact Name of Registrant as Specified in Charter)       Delaware   001-15283   95-3038279 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   10 West Walnut Street , 5th Floor Pasadena , California   91103 (Address of principal executive offices)   (Zip Code) (818) 240-6055 (Registrant’s telephone number, including area code)     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:   ☐ 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)) 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 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-2 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 16, 2023, the Board of Directors of the Corporation approved an amendment to the Restated Certificate of Incorporation of the Corporation (the “Charter”) and a corresponding amendment to the Amended and Restated Bylaws of the Corporation (the “A&R Bylaws”) to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions, subject to the approval by stockholders at the Annual Meeting and the due and appropriate filing of an Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Delaware Secretary of State. As set forth below, at the Annual Meeting, the stockholders approved and adopted the amendment to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions. The Corporation filed the A&R Charter with the Delaware Secretary of State on May 12, 2023, with an effective date of May 15, 2023. The description of the A&R Charter and the A&R Bylaws above does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Charter attached as Exhibit 3.1 to this Report and incorporated herein by reference and the A&R Bylaws attached as Exhibit 3.2 to this Report and incorporated herein by reference.   Item 5.07. Submission of Matters to a Vote of Security Holders. The Corporation held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2023. The following matters set forth in the Corporation’s Proxy Statement dated March 31, 2023, 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      12,827,342        385,707        12,250        958,626   Susan M. Collyns      13,066,915        146,480        11,904        958,626   Richard J. Dahl      12,769,574        442,951        12,774        958,626   Michael C. Hyter      13,014,767        197,791        12,741        958,626   Caroline W. Nahas      12,542,091        671,084        12,124        958,626   Douglas M. Pasquale      12,659,707        552,765        12,827        958,626   John W. Peyton      13,006,064        207,873        11,362        958,626   Martha C. Poulter      13,063,539        149,829        11,931        958,626   Arthur F. Starrs      13,085,269        127,110        12,920        958,626   Lilian C. Tomovich      12,982,058        232,108        11,133        958,626     2/5 Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Corporation’s Independent Auditor for the 2023 Fiscal Year. The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Corporation for the 2023 fiscal year. The voting results are set forth below:   For   Against   Abstain   Broker Non-Votes 14,087,717   82,704   13,504   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 12,514,761   691,910   18,628   958,626 Proposal Four: Approval, on an Advisory Basis, of the Frequency of the Advisory Vote on the Compensation of the Corporation’s Named Executive Officers. The stockholders approved, on an advisory basis, a frequency of ONE YEAR for the advisory vote on the compensation of the Corporation’s named executive officers. Based on these results, the Company will continue to hold an annual advisory vote on the compensation of the named executive officers until the next required vote on the frequency of shareholder votes on the compensation of named executive officers. The voting results are set forth below:   One Year   Two Years   Three Years   Abstain   Broker Non-Votes 12,968,637   11,679   226,741   18,242   958,626 Proposal Five: Approval and Adoption of an Amendment to the Dine Brands Global, Inc. Restated Certificate of Incorporation (the “Charter”) to Eliminate the Supermajority Stockholder Approval Requirement for Amendments to Specified Bylaw Provisions. The stockholders approved and adopted the amendment to the Charter to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions. The voting results are set forth below:   For   Against   Abstain   Broker Non-Votes 13,161,569   46,312   17,418   958,626 Proposal Six: Approval and Adoption of an Amendment to the Charter to Provide for the Exculpation of Officers as Permitted by Delaware Law. The stockholders did not approve the amendment to the Charter to provide for the exculpation of officers as permitted by Delaware law. The voting results are set forth below:   For   Against   Abstain   Broker Non-Votes 12,098,328   1,102,950   24,021   958,626   3/5 Proposal Seven: A Stockholder Proposal Requesting that the Corporation Produce a Report Relating to the Corporation’s Cage-Free Egg Commitment. The stockholders did not approve the proposal requesting that the Corporation produce a report relating to the Corporation’s cage-free egg commitment. The voting results are set forth below:   For   Against   Abstain   Broker Non-Votes 1,150,074   11,757,511   317,714   958,626   Item 9.01 Financial Statements and Exhibits. (d)    Exhibits.   Exhibit Number    Description 3.1    Amended and Restated Certificate of Incorporation of Dine Brands Global, Inc. 3.2    Amended and Restated Bylaws of Dine Brands Global, Inc. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).   4/5 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 15, 2023     DINE BRANDS GLOBAL, INC.         By:   /s/ Vance Y. Chang             Vance Y. Chang             Chief Financial Officer   5/5