8-KThe WireRoutine
Shareholder Vote
Filed May 19, 2026 · 1mo ago · Accession 0001193125-26-231043
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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, 2026
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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026. The following matters set forth in the Corporation’s Proxy Statement dated March 27, 2026, 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
7,254,230
415,793
119,722
2,426,174
Amanda Clark
7,120,857
337,772
331,116
2,426,174
Michael C. Hyter
7,279,540
390,677
119,528
2,426,174
Douglas M. Pasquale
7,283,053
419,048
87,644
2,426,174
John W. Peyton
7,307,400
362,162
120,183
2,426,174
Martha C. Poulter
7,307,849
363,066
118,830
2,426,174
Matthew T. Ryan
7,313,621
356,622
119,502
2,426,174
Enrique Silva
7,331,876
338,377
119,492
2,426,174
Arthur F. Starrs
7,332,324
340,554
116,867
2,426,174
Lilian C. Tomovich
7,060,729
395,856
333,160
2,426,174
Proposal Two: Ratification of the Appointment of KPMG LLP as the Corporation’s Independent Auditor for the 2026 Fiscal Year.
The stockholders ratified the appointment of KPMG LLP as independent auditor of the Corporation for the 2026 fiscal year. The voting results are set forth below:
For
Against
Abstain
Broker Non-Votes
9,728,152
59,013
428,754
-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
6,168,102
1,131,217
490,425
2,426,174
Proposal Four: Approval, on an Advisory Basis, to Provide Stockholders the Right to Call a Special Meeting of the Stockholders at a 25% Ownership Threshold.
The stockholders approved, on an advisory basis, the right of stockholders to call a special meeting of the stockholders at a 25% ownership threshold. The voting results are set forth below:
For
Against
Abstain
Broker Non-Votes
5,130,454
2,088,982
570,308
2,426,174
Proposal Five: Stockholder Proposal Regarding the Right of Stockholders to Call a Special Meeting of Stockholders at a 15% Ownership Threshold.
The stockholders did not approve the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold. The voting results are set forth below:
For
Against
Abstain
Broker Non-Votes
3,300,205
4,172,782
316,758
2,426,174
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, 2026
DINE BRANDS GLOBAL, INC.
By:
/s/ Vance Y. Chang
Vance Y. Chang
Chief Financial Officer
Filing details
- Company
- Dine Brands Global, Inc.
- Ticker
- DIN
- CIK
- 49754
- Form type
- 8-K
- Filing date
- May 19, 2026
- Report date
- May 14, 2026
- Document
- d152496d8k.htm
- Size
- 159 KB