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 14, 2025     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 5.07. 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