DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the

appropriate

box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12

DENNY’S CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

April 6, 2023

203 E. Main Street

Spartanburg, South Carolina 29319

To Our Stockholders:

In 2022, we took several meaningful steps towards the long-term success of our business. Proactive succession planning by our Board of Directors culminated in a very thoughtful leadership transition with the appointment of Kelli Valade as our new Chief Executive Officer. She brings a wealth of industry knowledge and leadership experience which will benefit our business for many years to come.

We successfully completed the acquisition of Keke’s Breakfast Café, which transformed our business into a portfolio company with two complementary concepts. We evolved our organizational structure with the appointment of brand presidents at Denny’s and Keke’s to drive independent and brand-specific strategies, each supported by our shared services functions. Keke’s operates in the fast-growing daytime eatery segment, providing an opportunity for incremental business growth through an accelerated pace of restaurant development.

The process of upgrading and improving kitchen equipment throughout Denny’s domestic system was substantially completed during 2022. The $25 million investment, including approximately $5.7 million in direct support we provided to our franchise partners, is expected to yield long-term benefits through menu enhancements across all dayparts with new and improved product offerings. The new equipment is also expected to provide increased kitchen efficiency and productivity while also reducing food waste.

With kitchen equipment installations functionally complete, we will begin deploying restaurant technology updates to the Denny’s system soon, including a new cloud-based point-of-sale platform. These technology updates are expected to further enhance the overall guest experience while providing a foundation for future innovation.

Our speed to market as the first family dining brand to launch online ordering, payment and delivery options prior to the pandemic has served us well with an evolving guest that appreciates the convenience and strength of our off-premise technology and infrastructure. Further, our two virtual concepts, The Meltdown and The Burger Den, continue to drive consistent, incremental sales.

As we navigate a persistently challenged pandemic recovery, we continue to support our franchisees with multiple tools to assist in their efforts to return to full staffing. In so doing, franchise restaurants will be more capable of returning to pre-pandemic operating hours, and we have seen encouraging signs of progress.

We have built a diverse and inclusive workforce through our commitment to embracing the unique qualities of each employee and valuing differences in thought, culture, and experiences. In support of this commitment, we continually remind our restaurant operators of the Rules We Live By: 1) Everyone is welcome to dine at Denny’s, 2) Everyone is treated like our favorite guest and 3) Everyone is shown kindness and respect.

Feeding our guests’ bodies, minds and souls is our purpose and the reason we exist, and we are determined to fulfill that purpose while operating as a responsible steward for our planet and our people. That is why Denny’s purchasing decisions are guided by a commitment to animal welfare and responsible sourcing. We have made great strides to reduce energy and waste and will continue dedicating resources to make our business more sustainable. Through our partnership with No Kid Hungry, we have raised a cumulative $12.5 million for children facing hunger in the U.S.

Sound strategies and effective leadership teams with a long-term focus have contributed to Denny’s 69 years of endurance. Continued oversight of these strategies by our diverse and experienced Board, coupled with officer equity holding requirements, will ensure our focus on near-term success remains aligned with long-term stockholder interest and ultimately the fulfillment of our purpose for many years to come.

Thank you for your continued interest and ongoing support.


With Respect and Gratitude,


Brenda J. Lauderback		Kelli Valade
Board Chair		CEO

DENNY’S CORPORATION

NOTICE OF 2023 ANNUAL MEETING OF

STOCKHOLDERS



When	Where	Record Date

Date and Time May 17, 2023 11:00 AM (Eastern Time)	Online at www.virtualshareholdermeeting.com/DENN2023	Stockholders as of March 21, 2023 are entitled to vote.

VOTING ITEMS



Proposals	Board Vote Recommendation	For Further Details
1. To elect the 8 directors named in this proxy statement	✓ FOR each director nominee	See page 7

2. To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2023	✓ FOR	See page 17

3. To approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this proxy statement	✓ FOR	See page 19

4. To vote on an advisory resolution regarding the frequency of the stockholder vote on executive compensation of the Company	✓ FOR every year	See page 20

5. To vote on a stockholder proposal that requests the Company to issue a report analyzing the provision of paid sick leave among franchise employees and assessing the feasibility of inducing or incentivizing franchisees to provide some amount of paid sick leave to all employees	× AGAINST	See page 48

Stockholders will also transact such other business as may properly come before the annual meeting of the stockholders to be held on May 17, 2023 (the “Annual Meeting”), or any adjournment or postponement thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2023

The proxy statement and the 2022 Annual Report of Denny’s Corporation are available at http://materials.proxyvote.com/24869P.

YOUR VOTE IS IMPORTANT

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. The question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your unique 16-digit control number (“Control Number”) found on your proxy card or voting instruction form (“VIF”). Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/DENN2023.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately thirty minutes before the Annual Meeting begins at 11:00 a.m. (Eastern Time) on May 17, 2023.

Whether or not you plan to attend the Annual Meeting, we urge you to cast your vote in advance of the Annual Meeting via one of the methods described below and in the attached Proxy Statement. The Proxy Statement contains important information for you to consider when deciding how to vote on the above items. You do not need to attend the Annual Meeting in order to vote.

By Order of the Board of Directors

LOGO

Gail Sharps Myers

Executive Vice President, Chief Legal Officer,

Chief People Officer &

Secretary


		PROXY STATEMENT TABLE OF CONTENTS


	Page

I. GENERAL		1
A. Introduction		1
B. Stockholder Voting		1
1. Voting by Proxy		1
2. Voting at the Meeting		1
3. Voting Requirements		2
C. Participating in the Annual Meeting		2
D. Fiscal 2022 Business Highlights		2
E. Capital Events and Announced Strategic Brand Investments		3
F. Stockholder Returns		3
G. Equity Security Ownership		4
1. Principal Stockholders		4
2. Management		5
3. Equity Compensation Plan Information		6

II. ELECTION OF DIRECTORS		7
A. Nominees for Election as Directors of Denny’s Corporation		7
B. Board of Directors		7
C. Director Term Limits and Retirement Age and Succession Planning		8
D. Business Experience/Director Qualifications		8
E. Corporate Governance		11
1. Audit and Finance Committee		12
a) Summary of Responsibilities		12
b) Audit Committee Financial Experts		12
c) Audit Committee Report		12
2. Compensation and Incentives Committee		13
a) Summary of Responsibilities		13
b) Process for Determination of Executive and Director Compensation		13
c) Compensation Risk Assessment		13
d) Compensation Committee Interlocks and Insider Participation		14
e) Compensation Committee Report		14
3. Corporate Governance and Nominating Committee		14
a) Summary of Responsibilities		14
b) Corporate Governance Policy and Practice		14
c) Director Nominations Policy and Process		14
d) Board Diversity		16
4. Board Leadership Structure and Risk Oversight		16
5. Board Meeting Information		16
6. Communications Between Security Holders and Board of Directors		16
7. Stockholder Engagement		16
8. Board Member Attendance at Annual Meetings of Stockholders		16
F. Director Compensation		16


	Page

III. SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		17
A. 2022 and 2021 Audit Information		17
B. Audit Committee’s Pre-approval Policies and Procedures		17

IV. ADVISORY VOTE ON EXECUTIVE COMPENSATION		19

V. ADVISORY VOTE ON FREQUENCY OF THE STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION		20

VI. EXECUTIVE COMPENSATION		21
A. Compensation Discussion and Analysis		21
1. Executive Summary		22
2. Fiscal 2022 Executive Compensation Overview		24
3. Consideration of Previous Say-On-Pay Vote		25
4. Executive Compensation Program Structure – Objective and Design		26
5. Peer Group and Competitive Market Data		28
6. Base Salary		29
7. Annual Cash Incentives		29
8. Long-Term Equity Incentives		31
9. Benefits and Perquisites		32
10. Post-Termination Payments		33
11. Compensation and Corporate Governance Best Practices		33
B. 2022 Summary Compensation Table		35
C. 2022 Grants of Plan-Based Awards		37
D. 2022 Outstanding Equity Awards at Fiscal Year-End		38
E. 2022 Stock Vested		39
F. 2022 Nonqualified Deferred Compensation		39
G. Summary of Termination Payments and Benefits		40
H. CEO Pay Ratio		42
I. 2022 Pay Versus Performance		44
J. 2022 Director Compensation		47

VII. STOCKHOLDER PROPOSAL		48

VIII. RELATED PARTY TRANSACTIONS		51

IX. CODE OF ETHICS		51

X. DENNY’S ESG COMMITMENT		52

XI. OTHER MATTERS		54
A. Expenses of Solicitation		54
B. Discretionary Proxy Voting		54
C. 2024 Stockholder Proposals		54
D. Electronic Access to Future Proxy Materials and Annual Reports		54
E. Householding of Annual Meeting Materials		54

XII. FORM 10-K		55

XIII. APPENDIX A		A-1

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SEC Form DEF 14A filed by Denny's Corporation