Denny's Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$DENN
Restaurants
Consumer Discretionary
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
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
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(864 ) 597-8000
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(Former name or former address, if changed since last report)
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:
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Denny’s Corporation (the “Company”) held on May 14, 2025, the Company’s stockholders approved the adoption of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan (the “2021 Plan”), upon which the Plan became effective. The Plan amends and restates the Company's 2021 Omnibus Incentive Plan. The Plan was previously adopted by the Company’s Board of Directors, subject to and effective upon stockholder approval.
A description of the Plan is set forth in the Company’s 2025 Proxy Statement (the “2025 Proxy Statement”) filed with the Securities and Exchange Commission on April 3, 2025 under the caption “Approval of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan” and is incorporated herein by reference. The description of the Plan is qualified in its entirety by reference to the full text of such plan, which was included as Appendix B to the 2025 Proxy Statement, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 14, 2025. At the Annual Meeting, the holders of the Company's common stock entitled to vote at the Annual Meeting (1) elected the seven director nominees for the ensuing year, (2) ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for 2025, (3) approved, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in the 2025 Proxy Statement, (4) voted for a resolution to approve the Plan, and (5) voted against a stockholder proposal that asks the Board of Directors to take the steps necessary to amend the governing documents to give shareholders with an aggregate of at least 15% of outstanding common stock the power to call special meetings of shareholders.
The voting results were as follows:
1.Election of seven (7) directors:
| Board of Directors Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Bernadette S. Aulestia | 42,447,580 | — | 719,611 | 4,100,814 | ||||||||||||||||||||||
| Olu Beck | 41,675,744 | — | 1,491,447 | 4,100,814 | ||||||||||||||||||||||
| Gregg R. Dedrick | 41,600,896 | — | 1,566,295 | 4,100,814 | ||||||||||||||||||||||
| José M. Gutiérrez | 41,583,300 | — | 1,583,891 | 4,100,814 | ||||||||||||||||||||||
| John C. Miller | 41,783,152 | — | 1,384,039 | 4,100,814 | ||||||||||||||||||||||
| Kelli F. Valade | 41,797,833 | — | 1,369,358 | 4,100,814 | ||||||||||||||||||||||
| Mark R. Vondrasek | 42,816,046 | — | 351,145 | 4,100,814 | ||||||||||||||||||||||
2.A proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For | Against | Abstain | ||||||||||||
| 46,057,521 | 1,102,683 | 107,801 | ||||||||||||
3.An advisory resolution to approve the compensation paid to the Company's named executive officers as disclosed in the 2025 Proxy Statement:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 40,824,415 | 2,299,302 | 43,474 | 4,100,814 | |||||||||||||||||
4. A resolution to approve the Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 40,242,918 | 2,891,601 | 32,672 | 4,100,814 | |||||||||||||||||
5. A proposal that asks the Board of Directors to take the steps necessary to amend the governing documents to give shareholders with an aggregate of at least 15% of outstanding common stock the power to call special meetings of shareholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 13,074,385 | 29,170,685 | 922,121 | 4,100,814 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
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 hereunto duly authorized.
| Denny's Corporation | |||||
| Date: May 16, 2025 | /s/ Robert P. Verostek | ||||
| Robert P. Verostek | |||||
| Executive Vice President and | |||||
| Chief Financial Officer | |||||