8-K

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, 2021

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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2021. The following matters set forth in the Corporation’s Proxy Statement dated March 30, 2021, 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		12,933,791		190,895		19,619		2,028,481
Daniel J. Brestle		12,874,699		256,820		12,786		2,028,481
Susan M. Collyns		13,076,574		55,266		12,465		2,028,481
Richard J. Dahl		12,734,495		396,880		12,930		2,028,481
Michael C. Hyter		13,102,246		29,001		13,058		2,028,481
Larry A. Kay		12,748,835		382,302		13,168		2,028,481
Caroline W. Nahas		12,621,808		509,432		13,065		2,028,481
Douglas M. Pasquale		12,409,355		719,246		15,704		2,028,481
John W. Peyton		13,025,746		105,628		12,931		2,028,481
Lilian C. Tomovich		13,029,913		101,907		12,485		2,028,481

Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Corporation’s Independent Auditor for the 2021 Fiscal Year.

The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Corporation for the 2021 fiscal year. The voting results are set forth below:


For	Against	Abstain	Broker Non-Votes
15,104,681	49,688	18,417	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
12,793,817	324,679	25,809	2,028,481


Date: May 12, 2021	DINE BRANDS GLOBAL, INC.

	By:	/s/ Christine K. Son
		Christine K. Son Senior Vice President, Legal, General Counsel and Secretary