SEC Form PREC14A filed by Denny's Corporation

[●], 2025

203 E. Main Street

Spartanburg, South Carolina 29319

To Our Stockholders:

In 2024, we navigated a choppy environment by remaining focused on our strategic framework and making progress across our key initiatives to drive the long-term transformation of Denny’s and the accelerating growth of Keke’s Breakfast Cafe.

Multiple years of cumulative inflation progressively weighed on consumer sentiment. To address this concern, we reinforced Denny’s value leadership position in the market with the successful relaunch of our $2 $4 $6 $8 value menu. In addition to meeting consumers’ need for quality products at a compelling price, this redesigned signature value platform also delivers greater profitability for our franchisees and company operated restaurants.

We are also meeting our guests’ need for greater convenience and variety through our off-premises business. While many in the industry have experienced declines in this channel, our off-premises business remains consistently strong. During 2024, we launched our third virtual brand, Banda Burrito, to approximately 1,000 restaurant locations. We are committed to providing convenience through our off-premises business, and we believe these channels will remain a key differentiator for us.

In addition to value products and convenient off-premises options, our marketing team has been driving customer engagement and awareness. We have targeted guests through new compelling product innovations, media support, and movie partnerships. We also continue to make meaningful investments in our digital infrastructure to drive organic digital sales growth for today while also building a foundation for ongoing future enhancements. To further enhance the dining experience, we reignited our Diner 2.0 remodel program in 2024 to modernize and elevate guest satisfaction.

While advancing the long-term transformation of Denny’s, we are also focused on expanding Keke’s Breakfast Cafe into new markets. The strong leadership team opened 12 new cafes in 2024, setting a record for annual openings since the brand’s inception. While the footprint for this brand was previously limited to Florida, we expanded into five new states, including California, Colorado, Nevada, Tennessee, and Texas. A current development pipeline of approximately 140 future franchise cafes will help fuel accelerating growth into the future.

These collective efforts and many more contributed to improving sales trends through 2024, as both brands outperformed industry benchmarks for multiple quarters.

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 teams of our updated Guiding Principles: 1) People First, 2) Be Bold, 3) Own It, and 4) Win Together.

Feeding our guests’ minds, bodies 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 $14.5 million for children facing hunger in the United States, and our Mobile Relief Diner has served over 150,000 free meals to those in need, including over 38,000 in 2024.

Sound strategies and effective leadership teams with a long-term focus have contributed to Denny’s 70 years of success. Continued oversight of these strategies by our diverse and experienced Board, coupled with officer equity holding requirements, promise to ensure that our focus on near-term goals and 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.

DENNY’S CORPORATION

NOTICE OF 2025 ANNUAL MEETING OF

STOCKHOLDERS

VOTING ITEMS

Stockholders will also transact such other business as may properly come before the annual meeting of the stockholders to be held on May 14, 2025 (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 14, 2025

The proxy statement and the 2024 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 WHITE proxy card or voting instruction form (“VIF”). Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/DENN2025.

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 14, 2025.

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

Gail Sharps Myers

Executive Vice President, Chief Legal & Administrative Officer

& Corporate Secretary

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This proxy statement contains forward-looking statements. All statements contained in this proxy statement other than statements of historical fact, including statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies, and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers, and regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “can,” “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “seek,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Securities and Exchange Commission, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 25, 2024. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We assume no obligation to update any of these forward-looking statements after the date of this proxy statement.

PROXY STATEMENT

[●], 2025

GENERAL

Introduction

The Annual Meeting of Stockholders of Denny’s Corporation, a Delaware corporation, will be held virtually on Wednesday, May 14, 2025, at 11:00 a.m. Eastern Time (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Meeting. This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Denny’s Corporation (the “Board”) to be used at the upcoming Annual Meeting. The information provided herein concerns not only Denny’s Corporation, but also its wholly-owned subsidiaries including, but not limited to, Denny’s, Inc. and Keke’s, Inc. Substantially all operations of the Denny’s Corporation’s wholly-owned subsidiaries are currently conducted through Denny’s, Inc. and Keke’s, Inc., respectively. Because the Annual Meeting is virtual and being held via live webcast, stockholders will not be able to attend the Annual Meeting in person but may participate by joining the live webcast as further described below.

Stockholder Voting

You may vote at the Annual Meeting either by proxy or personally at the Annual Meeting. Only holders of record of common stock of Denny’s Corporation, par value $0.01 per share (the “Common Stock”), as of the close of business on March 18, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. This Proxy Statement is first being made available to each such stockholder beginning on or about [●], 2025.

Voting by Proxy

To vote by proxy, you must either properly execute and return (prior to the Annual Meeting) the WHITE proxy card or follow the instructions set forth in the enclosed proxy card to vote by phone or on the Internet. Where you have appropriately specified how your proxy is to be voted, it will be voted accordingly. If no specifications are made, your proxy will be voted (i) in favor of the Board’s seven (7) nominees to the Board; (ii) in favor of the selection of KPMG LLP as the independent registered public accounting firm of Denny’s Corporation and its subsidiaries (collectively, the “Company”) for the fiscal year ending December 31, 2025; (iii) in favor of the non-binding advisory resolution to approve the compensation of the Company’s named executive officers, as described herein; (iv) in favor of the resolution to approve the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan; and (v) 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 Company does not know of any matter that is not referred to herein to be presented for action at the Annual Meeting. If any other matter of business is brought before the Annual Meeting, the proxy holders may vote the proxies at their discretion.

If you execute a proxy, you may revoke it at any time before it is exercised by delivering a written notice to Gail Sharps Myers, Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary of Denny’s Corporation prior to the date of the Annual Meeting at Denny’s Corporation’s corporate offices, 203 East Main Street, Spartanburg, South Carolina 29319, by executing and delivering a later-dated proxy, or by participating in the virtual meeting and voting online. If you vote by telephone or by accessing the Internet voting website (which is separate from the meeting website described further below), you may also revoke your proxy by re-voting using the same procedure no later than 11:59 p.m. Eastern Time on Tuesday, May 13, 2025.

Voting at the Meeting

Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the Company and vote your shares by proxy in the manner described above, or you may personally vote your shares at the Annual Meeting. To participate and vote personally at the meeting, visit www.virtualshareholdermeeting.com/DENN2025, using the 16-digit control number on the Notice of Internet Availability of Proxy Materials (the “Notice”) or WHITE proxy card. Even if you plan to participate in the meeting, we recommend that you vote in advance by proxy, in case you later change your mind and determine not to participate in the meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting online. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting online unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions and the instructions in the Notice.

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General

Stockholder Voting

If you are the beneficial owner of shares held in street name, the New York Stock Exchange rules applicable to brokers determine whether your broker may vote your share in its discretion even if it does not receive voting instructions from you. If your broker provides you with competing proxy materials from another party (in addition to the Company’s proxy materials), the broker may not vote your shares with respect to any of the proposals to be voted on at the Annual Meeting unless you provide the broker with voting instructions. If your broker has not been provided with competing proxy materials from another party for distribution to you (in addition to the Company’s proxy materials), the broker may vote your shares in its discretion on “routine” matters when it does not receive voting instructions from you and is not permitted to vote your shares with respect to “nonroutine” matters without timely received voting instructions from you. At the Annual Meeting, the only “routine” matter proposed to be presented is the ratification of the selection of KPMG as our independent registered public accounting firm for the 2025 fiscal year (Proposal 2). Accordingly, if your broker has not been provided with competing proxy materials from another party for distribution to you and you do not provide it with timely voting instructions, your broker will be able to exercise discretionary authority on Proposal 2, and broker non-votes will occur as to each of the other proposals presented at the Annual Meeting, which are considered “non-routine” matters. Such broker non-votes will not affect the approval of any of these matters.

Voting Requirements

At the Annual Meeting, holders of Common Stock will have one vote per share and a quorum, consisting of a majority of the outstanding shares of Common Stock as of the Record Date, represented in person or by proxy, will be required for the transaction of business by stockholders. A quorum being present, directors will be elected by a plurality of votes cast and the other actions proposed in the accompanying Notice of Meeting will be decided by a majority of votes cast on the matter. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum has been reached, but will not be counted in determining the number of shares voted “for” or to “withhold” on “against” any director-nominee or “for” or “against” on any other proposal, and therefore will not affect the outcome of any proposal. As of the close of business on the Record Date, 51,476,066 shares of Common Stock were issued and outstanding and entitled to be voted at the Annual Meeting.

Participating in the Annual Meeting

This year’s Annual Meeting will be a completely virtual meeting of stockholders and will be webcast live over the Internet. Please go to www.virtualshareholdermeeting.com/DENN2025 for instructions on how to participate in the Annual Meeting. Any stockholder may participate and listen live to the webcast of the Annual Meeting over the Internet at such site. Stockholders as of the Record Date may vote and submit questions either in advance of or while participating in the Annual Meeting via the Internet by using the 16-digit control number included in the Notice or WHITE proxy card that accompanied these proxy materials. The webcast starts at 11:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log-in page.

Fiscal 2024 Business Highlights

During 2024, we remained focused on our strategic framework and related key initiatives to advance the long-term transformation of Denny’s and the accelerating growth of Keke’s Breakfast Cafe. Despite a challenging operating environment, our collective efforts contributed to improving sales trends through 2024, with both brands outperforming key industry benchmarks.

At a time when consumers have been expressing growing concerns about the cumulative effect of multiple years of unprecedented inflation, we reinforced Denny’s value leadership position in the market with the successful relaunch of our $2 $4 $6 $8 value menu. In addition to value, we continue to meet our guests’ need for greater convenience through our consistently strong off-premises business. This included the launch of our third virtual brand, Banda Burrito, to approximately 1,000 locations. To further enhance the dining experience, we reignited our Diner 2.0 remodel program to further modernize and elevate the guest experience.

The strong leadership team at Keke’s set a new record with 12 cafe openings in 2024, while expanding beyond the brand’s original footprint solely in Florida to five new states. We are excited about the opportunity to introduce a growing base of fans to Keke’s in many new markets supported by a current development pipeline of approximately 140 future franchise cafes.

General

Fiscal 2024 Business Highlights

While the restaurant operating environment has remained choppy, our leadership team, franchise partners and restaurant operators remained focused on providing a positive guest experience, ultimately delivering the following results:

Capital Events and Announced Strategic Brand Investments

Denny’s has committed new incentives to accelerate new restaurant development.

Stockholder Returns

In recent years, Denny’s has maintained active share repurchase programs as a means of creating shareholder value for its investors. Denny’s has returned over $712 million to stockholders through share repurchases since first launching the program in late 2010. Included in this total is over $128 million allocated to share repurchases over the last three years, yielding approximately $89 million in remaining share repurchase authorization at the end of fiscal 2024.

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General

Equity Security Ownership

Equity Security Ownership

Principal Stockholders

The following table sets forth the beneficial ownership of Common Stock by each stockholder known by the Company as of March 18, 2025, unless otherwise indicated, to own more than 5% of the outstanding shares of Common Stock. As of March 18, 2025, 51,476,066 shares of the Common Stock were issued and outstanding and entitled to be voted at the Annual Meeting.

General

Equity Security Ownership

Management

The following table sets forth, as of March 18, 2025, the beneficial ownership of Common Stock by: (i) each current member of the Board, (ii) each director nominee of Denny’s Corporation to the Board, (iii) each named executive officer included in the 2024 Summary Compensation Table elsewhere in this Proxy Statement, and (iv) all current directors and executive officers of Denny’s Corporation as a group. Except as otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

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General

Equity Security Ownership

Equity Compensation Plan Information

The following table sets forth information as of December 25, 2024 with respect to compensation plans of the Company under which equity securities of Denny’s Corporation are authorized for issuance.

ELECTION OF DIRECTORS

Nominees for Election as Directors of Denny’s Corporation

As permitted under the By-laws of Denny’s Corporation (the “By-laws”), the Board has set seven as the number of directors, as of May 14, 2025, to constitute the Board. Accordingly, it is intended that proxies in the accompanying form will be voted at the Annual Meeting for the election of seven nominees to the Board. The Board’s nominees are: Bernadette S. Aulestia, Olu Beck, Gregg R. Dedrick, José M. Gutiérrez, John C. Miller, Kelli F. Valade and Mark R. Vondrasek, each of whom has consented to serve and be named in this Proxy Statement and will serve as a director, if elected, until the 2026 Annual Meeting of Stockholders or until his or her successor shall be elected and shall qualify, except as otherwise provided in Denny’s Corporation’s Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”), and the By-laws. Each nominee currently serves as a director. Brenda J. Lauderback and Laysha Ward, current directors, will not stand for re-election.

If for any reason any nominee named above is not a candidate when the election occurs, it is intended that proxies in the accompanying form will be voted for the election of the other nominees named above and may be voted for any substitute nominee or, in lieu thereof, the Board may reduce the number of directors in accordance with the Restated Certificate of Incorporation and the By-laws.

Board of Directors

The Board of Directors of Denny’s Corporation is currently composed of nine talented directors with diverse skill sets and professional backgrounds, as reflected in their biographies under “Business Experience/Director Qualifications.”

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Election of Directors

Squires Notice

Director Term Limits, Retirement Age and Succession Planning

Term Limits. We do not believe that arbitrary limits on the number of consecutive terms a director may serve are appropriate in light of the substantial benefits that result from a continued focus on the Company’s business, strategy and industry over a significant period of time. We do value fresh perspectives and ideas which enhance and benefit our brand’s competitive performance, and therefore we seek to have a mix of director short-term, mid-term and long-term tenures on our Board, as demonstrated in the pie chart above which reflects the Board’s current composition. Within these parameters, each individual’s performance and continued contribution is assessed by the Corporate Governance and Nominating Committee in connection with the annual re-nomination determination.

Retirement Age. Under the Company’s Corporate Governance Policy, the standard retirement age for the Company’s directors is 75. It is the general policy of the Corporate Governance and Nominating Committee not to nominate candidates for re-election at any annual stockholder meeting to be held after he or she has attained the applicable retirement age. The Board, however, may waive the mandatory retirement age for a specific director in its sole discretion.

Succession Planning. Our Board maintains a critical focus on the Company’s succession plans. The Governance Committee has been charged with monitoring and overseeing the process of planning for CEO, senior management, and Board member succession. Under our succession planning process, the Governance Committee identifies and periodically updates the qualities and characteristics it believes are necessary for an effective CEO and senior officers. With these principles in mind, the committee periodically reviews the development and progression of potential internal candidates against these standards. Additionally, under the Company’s CEO emergency succession plans, critical advance planning for contingencies, such as the departure, death, or disability of the CEO or other top executives is set forth so that, in the event of an untimely vacancy, the Company has in place an emergency succession plan to facilitate the transition to both interim and long-term leadership. Equally important is planning for director succession. The Governance Committee periodically reviews the skills, characteristics, attributes and experiences of Board members to assure that the Board possesses the appropriate level of skill, experience and ability necessary to lead and govern the Company effectively.

Business Experience/Director Qualifications

The name, age, present principal occupation or employment, directorships and the material occupations, positions, offices or employments for at least the past five years, of each current director and each director nominee of Denny’s Corporation are set forth below. Unless otherwise indicated, each such person has held the occupation listed opposite his or her name for at least the past five years.

Election of Directors

Director Term Limits, Retirement Age and Succession Planning

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Election of Directors

Business Experience/Director Qualifications

Election of Directors

Business Experience/Director Qualifications

Corporate Governance

Board Structure and Responsibilities

Board Leadership

Our Board is responsible for overseeing the exercise of corporate power and ensuring that the Company’s business and affairs are managed to meet the Company’s stated goals and objectives and that the long-term interests of the stockholders and stakeholders are served. Our Corporate Governance Policy (“Governance Policy”) provides that the chair of the Board shall be determined annually by the Board, through its Corporate Governance and Nominating Committee, in its discretion, given the Company’s present and anticipated circumstances.

The duties of the chair of the Board include the following:

Independent Chair of the Board

Ms. Lauderback has served on the Board since May 2005 and has served as the Board Chair since May 2016. Her term will expire at the Annual Meeting and Ms. Lauderback will retire as Board Chair and member of the Board at that time. Ms. Lauderback is an independent, non-employee Board member. Our Board believes that its leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our Board and supports the independence of our non-management directors. The Board expects that Ms. Olu Beck will be elected as the Independent Board Chair effective following the Annual Meeting.

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Election of Directors

Board Leadership

The Board has determined that, except as noted immediately below, each current member of the Board is independent under the Nasdaq listing standards and the rules and regulations promulgated by the SEC. Ms. Valade, as CEO of the Company, and Mr. Miller, as a former employee of the Company within the past three years, are not deemed to be independent.

Board Committees

There are three standing committees of the Board: the Audit and Finance Committee, the Compensation and Incentives Committee, and the Corporate Governance and Nominating Committee. Each committee consists solely of independent directors as defined by Nasdaq listing standards applicable to each committee. The Audit and Finance Committee currently consists of Mss. Beck and Lauderback and Messrs. Dedrick and Gutiérrez with Mr. Gutiérrez serving as chair. The Compensation and Incentives Committee is currently comprised of Mss. Lauderback and Ward and Messrs. Dedrick and Gutiérrez, with Mr. Dedrick serving as chair. Mss. Aulestia, Lauderback and Ward currently make up the Corporate Governance and Nominating Committee, with Ms. Aulestia serving as chair. In conjunction with the election of directors at the Annual Meeting, the Board will make committee assignments for the upcoming year. For a description of our code of ethics, see the “Code of Ethics” section elsewhere in this Proxy Statement.

Audit and Finance Committee

Summary of Responsibilities. The Audit and Finance Committee (the “Audit Committee”), which held eight meetings in 2024, has been established by the Board to assist the Board in fulfilling its responsibilities toward stockholders, potential stockholders and the investment community to oversee the Company’s accounting and financial reporting processes and audits of the Company’s consolidated financial statements. The Audit Committee’s primary responsibilities include overseeing (i) the adequacy of the Company’s internal controls and the integrity of the Company’s accounting and financial information reported to the public, (ii) the qualification, independence and performance of the Company’s independent registered public accounting firm and its internal auditors, (iii) the appropriateness of the Company’s accounting policies, (iv) the Company’s compliance with ethical standards adopted by the Company as well as principal legal and regulatory standards, (v) the Company’s risk assessment and management practices including, but not limited to, the Company’s fraud risk assessment practices, cybersecurity and other information technology risks, and (vi) the Company’s finance activities, including but not limited to the Company’s financial structure and strategy, hedging transactions, share repurchase policies and financing arrangements, while providing and maintaining an avenue of communication among the Audit Committee, the independent registered public accounting firm, internal auditors, the Company’s compliance officer, management and the Board. The Audit Committee has a written charter, which it reviews and assesses the adequacy of at least annually and amends and updates as needed. For a complete description of the Audit Committee’s powers, duties and responsibilities, see the charter of the Audit Committee available to stockholders on the Company’s website at www.dennys.com.

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. Each member of the Audit Committee meets the definition of independence for audit committee members set forth under Nasdaq listing standards and the rules and regulations promulgated by the SEC.

Audit Committee Financial Experts. The Board has determined that two current members of the Audit Committee, José M. Gutiérrez and Olu Beck are Audit Committee Financial Experts, as that term is defined by the SEC, based upon their respective business experience and educational backgrounds. Mr. Gutiérrez has more than 25 years of accounting, business and financial experience in investor relations, audit, mergers and acquisitions which required the analysis of financial statements that present a breadth and level of complexity of the same or greater complexity as that of the Company. Ms. Beck provides our Board with more than 25 years of direct experience in transformational and strategic growth and brings diversified expertise in finance from senior leadership roles in Europe, the Americas and Asia Pacific.

Audit Committee Report. The Audit Committee fulfilled its responsibilities under and remained in compliance with its charter during the fiscal year ended December 25, 2024.

Election of Directors

Board Committees

Audit and Finance Committee

José M. Gutiérrez, Chair

Olu Beck

Gregg R. Dedrick

Brenda J. Lauderback

Compensation and Incentives Committee

Summary of Responsibilities. The Compensation and Incentives Committee (the “Compensation Committee”), which held five meetings in 2024, is responsible for (i) overseeing the Company’s overall compensation program and philosophy, (ii) reviewing and approving the compensation of the Chief Executive Officer and senior management of the Company, (iii) administering the Company’s short- and long-term incentive plans and other stock or stock-based plans, (iv) overseeing the Company’s executive compensation disclosure and issuing the Compensation Committee’s report as required by the applicable rules and regulations governing the Company’s annual proxy statement, (v) reviewing and making recommendations to the Board regarding director compensation, (vi) overseeing the Company’s stock ownership guidelines, and (vii) overseeing the Company’s various benefit plans. The Compensation Committee, in its sole discretion, has the power to delegate its authority to a subcommittee of the Compensation Committee. The Compensation Committee has a written charter, which it reviews and assesses the adequacy of at least annually and amends and updates as needed. For a complete description of the Compensation Committee’s power, duties and responsibilities, see the charter of the Compensation Committee which may be found on the Company’s website at www.dennys.com.

Process for Determination of Executive and Director Compensation. Executive compensation is determined by the Compensation Committee pursuant to the authority granted to it by the Board. Director compensation is determined by the Board upon recommendation by the Compensation Committee. The Compensation Committee has engaged directly an independent consultant (FW Cook) and considered data and analysis regarding competitive pay practices among the Company’s peer group and the restaurant industry as a guide in determining the appropriate level of director and executive officer compensation. The Compensation Committee has assessed the independence of FW Cook in their capacity as the compensation consultant to the Compensation Committee pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.

The Compensation Committee considered the recommendation of the Company’s Chief Executive Officer (the “CEO”) with respect to compensation levels of executive officers other than the CEO. When making compensation decisions, the Compensation Committee annually analyzes tally sheets prepared for each of the named executive officers (“NEOs”). These tally sheets were prepared by our human resources department and our compensation consultant. Each of these tally sheets presents the dollar amount of each component of the NEOs’ compensation, including current cash compensation (base salary and bonus), accumulated deferred compensation balances, outstanding equity awards, retirement benefits, perquisites and any other compensation. These tally sheets reflect the annual compensation for the NEOs (both target and actual), as well as the potential payments under selected performance, termination, and change-in-control scenarios.

The overall purpose of these tally sheets is to bring together, in one place, all of the elements of actual and potential future compensation of our NEOs, as well as information about wealth accumulation, so that the Compensation Committee may analyze both the individual elements of compensation (including the compensation mix) as well as the aggregate total amount of actual and projected compensation. For additional information regarding the process and procedures for determining executive and director compensation, see the “Executive Compensation – Compensation Discussion and Analysis” section elsewhere in this Proxy Statement.

Compensation Risk Assessment. For 2024, a group of senior management from various departments of the Company completed a process by which an assessment was made of the level and materiality of identified risks associated with the Company’s compensation practices and policies for its employees. This assessment was under the direction of the Compensation Committee and the findings were reviewed and discussed with the committee. Specifically, the Company’s incentive plans and compensation practices were evaluated in order to identify incentive factors utilized and the potential risks, applicable controls, and the risk mitigation practices in place with respect to such factors. Based on this assessment, the Compensation Committee determined that the risks arising from the Company’s compensation practices and policies are not reasonably likely to have a material adverse impact on the Company.

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Election of Directors

Board Committees

Compensation Committee Interlocks and Insider Participation. The following persons served as members of the Compensation Committee during the fiscal year ended December 25, 2024: Gregg R. Dedrick, José M. Gutiérrez, Brenda J. Lauderback and Laysha Ward. No member of the Compensation Committee was an employee or officer of the Company during 2024 or anytime prior thereto. During 2024, none of the members of the Compensation Committee had any relationship, directly or indirectly, with the Company requiring disclosure under Item 404 of Regulation S-K, and none of our executive officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officers served on our Board or Compensation Committee.

Compensation Committee Report. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement and based on this review and discussion, the Compensation Committee has recommended to the Board that the “Executive Compensation – Compensation Discussion and Analysis” section be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 25, 2024.

Compensation and Incentives Committee

Gregg R. Dedrick, Chair

José M. Gutiérrez

Brenda J. Lauderback

Laysha Ward

Corporate Governance and Nominating Committee

Summary of Responsibilities. The primary responsibilities of the Corporate Governance and Nominating Committee (the “Governance Committee”), which held four meetings in 2024, include (i) developing and recommending to the Board a set of corporate governance standards in the form of the Corporate Governance Policy for the Company, (ii) maintaining and monitoring compliance with the Corporate Governance Policy, (iii) monitoring the process of assessing the effectiveness of the Board and its committees, (iv) overseeing the Company’s insider trading policy, and (v) identifying individuals qualified to become Board members and recommending director nominees to the Board for election at the annual meeting of stockholders or when necessary to fill existing vacancies on the Board. Additionally, the Governance Committee is responsible for monitoring and safeguarding the independence of the Board, monitoring and overseeing senior management succession, overseeing director education, reviewing all related party transactions while monitoring compliance with the Company’s Related Party Transaction Policy and Procedures, monitoring and overseeing the Environmental, Social, and Governance (“ESG”) program of the Company which includes receiving periodic reports regarding the Company’s ESG efforts and initiatives. All members of the Governance Committee are independent within the meaning of the Nasdaq listing standards and the rules and regulations promulgated by the SEC. The Governance Committee has a written charter, which it reviews and assesses the adequacy of at least annually and amends and updates as needed. For a description of the Governance Committee’s powers, duties and responsibilities, see the charter of the Governance Committee which may be found on the Company’s website at www.dennys.com.

Corporate Governance Policy and Practice. The Board and management clearly recognize the importance of a firm commitment to key corporate governance standards. Consequently, it is the goal of the Board and management to develop and adhere to a set of standards that not only complies to the letter with all applicable regulatory guidance, but implements “best practices” of corporate governance.

The Company’s Corporate Governance Policy is posted on the Company’s website at www.dennys.com.

Director Nominations Policy and Process. The Governance Committee will consider director-nominees recommended by stockholders. A stockholder who wishes to recommend a person or persons to the Board for consideration as a nominee for election to the Board must send a written notice to the Governance Committee by mail addressed to the attention of the Secretary of Denny’s Corporation at the corporate address set forth above. The written notice must set forth (i) the name of each person whom the stockholder recommends be considered as a nominee, (ii) a business address and telephone number for each nominee (e-mail address is optional), and (iii) biographical information regarding each nominee, including the person’s employment and other relevant experience. To be considered by the Governance Committee, a stockholder director-nominee recommendation must be received no later than the 120^th calendar day before the first anniversary date of Denny’s Corporation’s proxy statement prepared in connection with the previous year’s annual meeting. The Governance Committee did not receive any stockholder director-nominee recommendations by December 5, 2024, the applicable deadline for the Annual Meeting.

In addition, in accordance with the By-laws, stockholders may directly nominate persons for election to the Board at an annual meeting. Such nominations must be sent by written notice to the Secretary of Denny’s Corporation at the corporate address set forth above and must comply with the applicable timeliness and information requirements of the By-laws. Please see the “Other Matters – 2025 Stockholder Proposals” section elsewhere in this Proxy Statement for more information.

Election of Directors

Board Committees

The Governance Committee believes that a nominee recommended for a position on the Board must meet the following minimum qualifications:

Annually, the Governance Committee will identify the areas of expertise or skill needed on the Board for the upcoming Board term. The Governance Committee will identify potential nominees for director from (i) the slate of current directors, (ii) referrals from professional search firms, typically in those instances when the committee identifies a needed skill or expertise not possessed by the current slate of directors, and (iii) recommendations from stockholders.

The Governance Committee will evaluate a potential nominee by considering whether the potential nominee meets the minimum qualifications identified by the committee, as well as considering the following factors:

The manner in which the Governance Committee evaluates a potential nominee will not differ based on whether the potential nominee is recommended by a stockholder.

Additionally, with respect to an incumbent director whom the Governance Committee is considering as a potential nominee for re-election, the Governance Committee will review and consider the incumbent director’s service during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Company.

The Company paid fees to a professional search firm to help identify and evaluate potential nominees for director for 2024.

Corporate Governance and Nominating Committee

Bernadette S. Aulestia, Chair

Brenda J. Lauderback

Laysha Ward

Board Diversity. The Governance Committee and the Board are committed to a diversified membership, with a particular emphasis on individuals who satisfy the factors outlined above and individuals with a wide variety of management, operating, and restaurant experience and skills, in addition to other attributes such as race, gender and national origin, as demonstrated in the circle charts below. The Governance Committee continually looks for opportunities to develop its diversity initiatives further.

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Election of Directors

Board Committees

Board Leadership Structure and Risk Oversight

The Company separates the positions of CEO and Board Chair and has appointed an independent Board Chair. The Company believes having a separate CEO and Board Chair is an important part of its overall commitment to the highest standards of corporate governance and believes that it allows the Board to effectively develop and oversee its business strategy and monitor risk. The separate positions also allow the Board to freely perform its management oversight function. Additionally, each member of the Board, with the exceptions of Ms. Valade and Mr. Miller, is independent under the applicable standards. It is the Board’s policy to appoint a Lead Director during any time when the Board Chair position is not held by an independent director. The responsibilities of the Lead Director, when applicable, would include (i) regularly meeting (by phone or in person) with the CEO to discuss the financial and operational status of the Company, (ii) staying abreast of Company issues in greater depth than required of other Board members in order to assist, if necessary, during the period of transition of Company leadership, and (iii) leading periodic executive sessions of the independent Board members. Our Board has determined that its current structure, with separate CEO and Board Chair roles and an independent Lead Director, if necessary, is in the best interests of the Company and its stockholders at this time.

The Board has the ultimate responsibility for risk management. However, the Board has delegated the responsibility of risk assessment and risk management to the Audit Committee. Periodically, with the assistance of management, the Audit Committee undertakes an extensive Company-wide risk assessment. This extensive risk assessment identifies the main strategic, operational, compliance and financial risks the Company is facing based on its strategic objectives. The assessment also identifies the steps that management is or should be taking to address and mitigate exposure to such risks, and the Audit Committee will periodically receive reports from management regarding the steps that management is taking to address and mitigate such risks.

Board Meeting Information

During 2024, there were five meetings of the Board. Each director serving on the Board in 2024 attended at least 75% of the meetings of the Board (and, as applicable, committees thereof) during the year. At each meeting, the Board holds a regularly scheduled executive session at which only independent directors are present.

Communications Between Security Holders and Board of Directors

Security holders may send written communications to the Board or any one or more of the individual members of the Board by directing such communication to Denny’s Corporation by mail in the care of the Corporate Secretary, at our principal executive offices set forth above, or by e-mail to [email protected]. All written communications will be compiled by the Corporate Secretary and promptly submitted to the individual director(s) being addressed or to the Chair of the committee whose areas of responsibility includes the specific topic addressed by such communication, or in all other cases, to the Board Chair.

Stockholder Engagement

The Company recognizes the value of the views and input of its stockholders. The Company periodically reaches out to and engages with its stockholders on various topics, including corporate governance, compensation, performance, strategy and other matters. We believe that having regular engagement with our stockholders strengthens our relationships with stockholders and helps us to better understand stockholders’ views on our policies and practices and other matters of importance to our business.

Board Member Attendance at Annual Meetings of Stockholders

It is the policy of Denny’s Corporation that all of the members of the Board and all nominees for election to the Board at the annual meeting of stockholders attend such meeting except in cases of extraordinary circumstances. All of the directors attended the 2024 virtual annual meeting of stockholders.

Director Compensation

For a description of the compensation of directors, please see “Executive Compensation – 2024 Director Compensation” elsewhere in this Proxy Statement.

Squires Notice

On March 14, 2025, the Company received a letter from Richard D. Squires (the “Squires Notice”) stating his intent to nominate a director (the “Squires Nominee”) for election at the Annual Meeting. The Board determined that the Squires Notice did not comply with the requirements for the nomination of directors under the Company’s Amended and Restated By-Laws (the “By-laws”) because Mr. Squires was not a record holder of the Common Stock at the time of the Squires Notice and failed to include

Election of Directors

Board Committees

certain information in the Squires Notice required to be included in a notice of director nominations under the By-Laws. Accordingly, the nomination of the Squires Nominee will be disregarded, and no proxies or votes in favor of the Squires Nominee will be recognized or tabulated at the Annual Meeting.

The WHITE proxy card accompanying this proxy statement is not a “universal” proxy card and does not include the name of the Squires Nominee because (1) the Squires Notice did not comply with the requirements for the nomination of directors under the By-Laws and (2) Mr. Squires did not deliver the Company the notice required by Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the deadline for such notice.

Mr. Squires has represented that he and his associated persons do “not intend to deliver a proxy statement/form of proxy, or engage in any proxy solicitation activities, in connection with the election of” the Squires Nominee. In addition, because Mr. Squires did not deliver to the Company the notice required by Rule 14a-19(b) under the Exchange Act by the deadline for such notice, Mr. Squires may not solicit proxies in support of the Squires Nominee except as permitted by the rules promulgated under the Exchange Act. However, in the event that you receive any proxy materials from Mr. Squires, the Board strongly urges you to disregard the materials and to NOT sign or return any proxy cards sent to you by or on behalf of Mr. Squires. If you have already voted using a proxy card sent to you by Mr. Squires, you can revoke it by following the instructions on the accompanying WHITE proxy card to vote, by completing and returning the enclosed WHITE proxy card or by voting virtually at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

If litigation occurs and a court of competent jurisdiction determines that the Squires Notice complied with the By-laws and that Mr. Squires delivered the notice required by Rule 14a-19(b) under the Exchange Act, then the Company would amend this proxy statement and the accompanying WHITE proxy card to reflect that development to comply with the applicable aspects of Schedule 14A and Rule 14a-19 of the Exchange Act. Further, in such scenario, the Company would include the name of the Squires Nominee on a “universal proxy card” and mail a revised proxy statement and such universal proxy card to stockholders. In addition, in this scenario, no proxies or votes received on the Company’s previously circulated proxy card would be recognized or tabulated at the Annual Meeting. These proxies would be disregarded. Accordingly, if you vote on the Company’s WHITE proxy card accompanying this proxy statement and a court of competent jurisdiction determines that the Squires Notice complied with the By-laws and that Mr. Squires delivered the notice required by Rule 14a-19(b) under the Exchange Act, then your votes on the proxy card prior to such new proxy card would not be recognized or tabulated and you would have to vote again for your vote to be counted. In such scenario, the Company would potentially need to delay the Annual Meeting to allow time for stockholders to receive and consider the new proxy materials. There is currently no litigation threatened or pending.

Under our By-laws, the election of directors at the Annual Meeting is considered a “Contested Election” and the directors will be elected by a plurality of votes cast because the Company received a notice purporting to be in compliance with Article II, Section 2 of the By-laws (the Squires Notice described above), even though the Board ultimately determined that such notice was not valid under the By-laws. This means that the seven nominees who receive the highest number of votes will be elected, even if such nominees do not receive more votes in favor of their election than withhold votes.

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SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As a result of the adoption of the Sarbanes-Oxley Act of 2002, and related regulations adopted by the SEC and by each national securities exchange, audit committees of public companies are formally charged with the responsibility for the appointment, compensation, retention and oversight of the independent registered public accounting firm that serves as the Company’s independent auditor. The Audit Committee takes this responsibility very seriously and for the fiscal year 2025, the Audit Committee has selected KPMG as the independent registered public accounting firm of the Company. This selection is submitted for ratification of and approval by the stockholders at the Annual Meeting. Representatives of KPMG are expected to attend the Annual Meeting. They will have an opportunity to make a statement, if they so desire, and to respond to appropriate questions. If the stockholders do not ratify this selection, other independent registered public accounting firms will be considered by the Audit Committee.

2024 and 2023 Audit Information

The following table presents fees for professional services rendered by KPMG for the audit of our annual consolidated financial statements and the audit of the Company’s internal control over financial reporting (“ICOFR”) for 2024 and 2023. In addition, the table presents fees billed for audit-related services, tax services, and all other services rendered by KPMG to the Company for 2024 and 2023.

In the above table, in accordance with applicable SEC rules:

The Audit Committee has considered and determined that the services for which audit-related fees were billed were compatible with KPMG maintaining its independence.

Audit Committee’s Pre-approval Policies and Procedures

It is the policy of the Audit Committee to pre-approve all audit and permitted non-audit services proposed to be performed by the Company’s independent registered public accounting firm. The process for such pre-approval is typically as follows. Audit Committee pre-approval is sought at one of the Audit Committee’s regularly scheduled meetings following the presentation of

Selection of Independent Registered Public Accounting Firm

Audit Committee’s Pre-approval Policies and Procedures

information at such meeting detailing the particular services proposed to be performed. Additionally, the Chair of the Audit Committee has been delegated the authority by the Audit Committee to pre-approve, where necessary, such services requiring pre-approval in between regularly scheduled Audit Committee meetings. The Chair will report any such decisions at the Audit Committee’s next scheduled meeting. In 2024, the services described above were pre-approved by the Audit Committee pursuant to the policy of the Audit Committee, and none of such services were approved pursuant to the exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, the Company provides stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly referred to as a “say on pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation program.

As described in further detail in “Executive Compensation – Compensation Discussion and Analysis,” our compensation program is designed to attract, motivate and retain top-quality leadership talent while ensuring that their interests are aligned with the interests of our stockholders and that their efforts are focused on the Company’s key strategic objectives.

It is our firm belief that our executive compensation program, with its balance of annual cash incentives designed to reward the achievement of key performance goals set for the year and longer-term equity vehicles designed to reward executives for stock price performance over a longer term, compensates our executives for performance directly linked to stockholder value creation.

In addition, the Board has enacted a number of policies – including share ownership requirements, incentive clawbacks, the elimination of employment contracts and the elimination of tax gross-ups (except for certain limited gross-ups available to most salaried employees under the Company’s broad-based relocation policy) – which ensure that the Company’s practices are aligned with market-based best practices.

Stockholders are encouraged to read the “Compensation Discussion and Analysis” section of this Proxy Statement and the accompanying compensation tables and related narrative disclosure included in the “Executive Compensation” section of this Proxy Statement for more information regarding our compensation program.

We are asking stockholders to approve the compensation of our named executive officers as disclosed herein by adopting the following advisory resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Although this vote is non-binding, the Board and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

APPROVAL OF THE DENNY’S CORPORATION AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN

Background

Our Board has approved the amendment and restatement of the Denny’s Corporation 2021 Omnibus Incentive Plan (the “Plan”), subject to and effective upon stockholder approval. The Plan was originally approved by our stockholders on May 19, 2021, at which time it replaced the Denny’s Corporation 2017 Omnibus Incentive Plan (the “Prior Plan”). The Plan authorizes the issuance, pursuant to awards under the Plan, of up to 4,400,000 shares of Common Stock, plus any shares subject to awards granted under the Prior Plan that expire, terminate, or are canceled, cash-settled or forfeited without having been exercised, vested, or paid after May 19, 2021. As noted below, the amendment and restatement of the Plan adds shares to the share pool, extends the Plan term, increases the award limit for incentive stock options, and makes certain other changes. This proposal asks our stockholders to approve the amended and restated Plan.

Purpose of the Proposal

Equity compensation has historically been a key element of our compensation program. The ability to grant equity and equity derivative awards is essential to our ability to attract and retain highly talented employees. Without the ability to grant such awards, we would be at a disadvantage against our competitors for recruiting and retaining key talent. Currently, we do not have sufficient shares of Common Stock reserved and available under the Plan to cover our anticipated equity compensation needs for 2025. In view of the limited number of remaining shares, the amendment and restatement of the Plan, if approved by our stockholders, will add [1,280,000] shares of Common Stock to the Plan. If our stockholders do not approve the amendment and restatement, the Plan will continue in full force and effect in its current form, but we will have an insufficient number of shares to continue to provide equity-based incentives consistent with past practice.

The number of shares added by the amendment and restatement was determined based on an analysis of various factors, including potential dilution, anticipated equity compensation needs, and proxy advisory firms’ policies on equity-based compensation plans. For more information, please refer to “Key Data Relating to Outstanding Equity Awards and Shares Available,” below. We approved the amendment and restatement in order to have a share reserve over approximately the next one to two years which will allow us to continue to provide equity-based incentives to eligible plan participants who are selected to receive awards under the Plan. The shares reserved may, however, last for greater or fewer years depending on currently unknown factors, such as the number of grant recipients, future grant practices, and our stock price.

In addition to the proposed share increase described above, the proposed amendment and restatement (i) increases the incentive stock option limit in proportion to the proposed share increase, (ii) extends the term of the Plan to the ten (10) year anniversary of stockholder approval of the amendment and restatement, and (iii) makes certain clarifications and otherwise updates the Plan for changes since 2021.

A summary of the amendment and restatement of the Plan is set forth below. This summary is qualified in its entirety by the full text of the amended and restated Plan, which is attached to this Proxy Statement as Appendix B.

Promotion of Sound Corporate Governance Practices

The Plan includes a number of features intended to protect the interests of our stockholders and further reinforce and promote alignment of interests between our employees, non-employee directors and other eligible award recipients with the interests of our stockholders. These features, which are unchanged by the amendment and restatement, include the following:

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Approval of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan

Promotion of Sound Corporate Governance Practices

Key Data Relating to Outstanding Equity Awards and Shares Available

Overhang and Potential Dilution. The following table includes information regarding outstanding equity awards and shares available for future awards under the Plan as of March 18, 2025 (and without giving effect to the proposed amendment and restatement):

The aggregate shares shown above represent a fully-diluted overhang of approximately 9% based on the 51,476,066 shares of Common Stock outstanding as of March 18, 2025. If the amendment and restatement is approved, the shares available for issuance would increase the overhang to approximately 11%. We calculate the fully diluted “overhang” as the total of (a) shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards. The fair market value of a share of our Common Stock as of March 18, 2025 was $3.94.

Burn Rate. The following table includes the necessary information to calculate our burn rate under the Plan for the last three fiscal years:

Approval of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan

Summary of the Plan

Summary of the Plan

Purpose and Eligibility. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of employees, officers, directors and consultants of the Company and its affiliates to those of the Company’s stockholders, and by providing such participants with an incentive for outstanding performance. Any employee, officer, consultant or director of the Company or an affiliate is eligible to participate in the Plan. As of March 18, 2025, approximately 77 employees (including 23 officers) and 8 non-employee directors were eligible to participate in the Plan.

Administration. The Plan is administered by the Compensation Committee. The Compensation Committee has the authority to grant awards; designate participants; determine the type or types of awards to be granted to each participant; determine all terms and conditions of such awards, including the number of awards to be granted and the number of shares or dollar value to which an award relates; prescribe the form of award certificate; accelerate the vesting or exercisability of awards; establish, adopt or revise any rules and regulations as it may deem advisable to administer the Plan; amend the Plan or any award certificate under the Plan; and make all other decisions and determinations that may be required under the Plan. The Compensation Committee may delegate its authority as permitted by the Plan and applicable law.

Awards. The Plan authorizes the grant of awards in the forms described below. The Compensation Committee determines the vesting conditions for awards. Vesting conditions may include the continued employment or service of the participant, the attainment of specified individual or corporate performance goals, and/or other factors in the Compensation Committee’s discretion.

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Approval of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan

Summary of the Plan

Shares Available for Awards. The maximum, aggregate number of shares of Common Stock that may be issued under the Plan is (A) 4,400,000 shares (less any shares with respect to awards granted under the Prior Plan after February 28, 2021 and before May 19, 2021) plus (B) effective upon approval of the proposed amendment and restatement, [1,280,000] shares; subject to proportionate adjustment in the event of stock splits and similar events (see “Antidilution Adjustments” below).

In addition, if and to the extent that any awards granted under the Prior Plan terminate, expire, or are cancelled, cash-settled, or forfeited after May 19, 2021, the shares associated with such award will be added to the plan share reserve and become available for issuance under the Plan. Up to [5,680,000] shares may be awarded as incentive stock options under Section 422 of the Code.

Shares subject to awards under the Plan that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash, will again become available for future grants of awards under the Plan. In addition, shares delivered or withheld to satisfy the tax withholding requirements with respect to any award other than a stock option or stock-settled SAR (e.g., for awards of restricted stock, RSUs, DSUs, and other stock-based awards, including performance awards) will again become available for future grants of awards under the Plan. However, (i) shares delivered by the participant or withheld from an award to satisfy tax withholding requirements with respect to a stock option or stock-settled SAR, and (ii) shares delivered or withheld to pay the exercise price of an option, will not be used to replenish the plan share reserve. The total number of shares covering stock-settled SARs or net-settled options will be counted against the plan share reserve, not just the net shares issued upon exercise. The Compensation Committee may grant awards under the Plan in substitution for awards held by employees, directors, or consultants of another entity who become employees, directors, or consultants of the Company as a result of a business combination, and such substitute awards will not count against the plan share reserve. No awards may be granted under the Plan after [DATE], the tenth anniversary of the effective date of the Plan’s amendment and restatement.

Non-Employee Director Limitations on Awards. No awards may be granted under the Plan during any one calendar year to a non-employee director that exceed, together with any cash compensation received for non-employee director service, (i) $500,000 for a non-employee director not serving as the Chairman, and (ii) $750,000 for a non-employee director serving as the Chairman, in either case based on the grant date fair value for accounting purposes in the case of stock options or SARs and based on the fair market value of the Common Stock underlying the award on the grant date for all other awards. The Plan permits disinterested members of the Board to make individual exceptions to this limit in extraordinary circumstances.

Repricing Prohibition. The Compensation Committee may not, without obtaining prior stockholder approval, reprice options or SARs. Repricing options or SARs includes: (i) changing the terms of an option or SAR to lower its exercise price or base price; (ii) taking any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an option or SAR at a time when its exercise price or base price is greater than the fair market value of a share in exchange for another award (unless such cancellation and exchange is in connection with a change in capitalization or similar event).

Treatment of Awards upon a Change in Control. Unless otherwise provided by the Compensation Committee:

Approval of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan

Summary of the Plan

As described below in the section entitled “Discretionary Adjustments,” the Compensation Committee may, in its discretion, take other actions with respect to outstanding awards in connection with a change in control.

Antidilution Adjustments. In the event of a transaction that causes the per-share value of the stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the plan share reserve under the Plan will be adjusted proportionately, and the Compensation Committee will make such adjustments to the Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Compensation Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding awards; (iii) adjustment of the exercise price of outstanding awards or the measure to be used to determine the amount of the benefit payable on an award; and (iv) any other adjustments that the Compensation Committee determines to be equitable. However, the Compensation Committee will not make any adjustments to outstanding options or SARs that would be treated as the grant of a new stock right or change in the form of payment for purposes of Section 409A of the Code. Without limiting the foregoing, in the event of a subdivision of the outstanding stock (stock-split), a declaration of a dividend payable in shares, or a combination or consolidation of the outstanding stock into a lesser number of shares, the plan share reserve under the Plan will automatically be adjusted proportionately, and the shares then subject to each award will automatically, without the necessity for any additional action by the Compensation Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

Discretionary Adjustments. Upon or in connection with the occurrence of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, change in control, combination or exchange of shares), the Compensation Committee may, in its sole discretion, provide (i) that awards will be settled in cash rather than stock, (ii) that awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of time to the extent not then exercised, (iii) that awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding awards may be settled by payment in cash or cash equivalents equal to the excess of the fair market value of the underlying stock, as of a specified date associated with the transaction, over the exercise or base price of the award, (v) that performance targets and performance periods for performance awards will be modified, or (vi) any combination of the foregoing. In addition, for each option and SAR with an exercise price or base price equal to or greater than the consideration offered in connection with any such transaction or event or change in control, the Company will not be required to make any payment to the person holding such option or SAR upon surrender of such option or SAR, and may cancel such option or SAR for no consideration. Such surrender shall take place as of the date of the transaction or event or change in control or such other date as the Compensation Committee may specify. The Compensation Committee’s determination need not be uniform and may be different for different participants whether or not such participants are similarly situated.

Amendments and Termination. The Board or the Compensation Committee may amend or terminate the Plan at any time without stockholder approval, except that if an amendment would, in the Board’s or the Compensation Committee’s reasonable opinion, materially increase the benefits accruing to participants, materially increase the number of shares available under the Plan, materially expand the class of participants eligible to participate in the Plan, materially extend the term of the Plan, expand the types of awards available under the Plan or otherwise constitute a material change requiring stockholder approval under applicable law or exchange listing requirements, then the Board shall seek stockholder approval of such amendment. In addition, the Board may seek stockholder approval for any other amendment for which Board or Compensation Committee in its discretion believes stockholder consent is necessary or advisable. No amendment may be made or action taken which would constitute the repricing of stock options or SARs without stockholder approval.

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Approval of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan

Summary of the Plan

No termination or amendment of the Plan may, without the written consent of the participant, adversely affect an outstanding award. At any time and from time to time, the Compensation Committee may amend, modify or terminate any outstanding award without approval of the participant; provided, however that, subject to the terms of the applicable award certificate or other provisions of the Plan, such amendment, modification or termination will not, without the participant’s consent, materially reduce or diminish the value of such award determined as if the award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an option or SAR for this purpose being calculated as the excess, if any, of the fair market value as of the date of such amendment or termination over the exercise price or base price of such Award). Notwithstanding the foregoing, amendments may be made to the Plan or outstanding awards to bring it or them into compliance with applicable law.

Limitations on Transfer; Beneficiaries. No right or interest of a participant in any award may be pledged or encumbered to or in favor of any person other than the Company, or be subject to any lien, obligation or liability of the participant to any person other than the Company or an affiliate. No award may be assignable or transferable by a participant other than by will or the laws of descent and distribution, except for a not-for-value transfer of an award as permitted in the discretion of the Compensation Committee. A beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through a participant will be subject to all the terms and conditions of the Plan and any award certificate applicable to the participant.

Clawback Provision. Awards under the Plan are subject to recoupment under applicable law or Company policy, including the Company’s Incentive Compensation Clawback Policy and the Company’s Dodd-Frank Clawback Policy. In addition, the Plan gives the Compensation Committee the authority to provide in individual award certificates that a participant’s rights, payments and benefits thereunder are subject to recoupment or forfeiture upon the occurrence of certain specified events. The Plan provides that by accepting awards under the Plan, participants agree and acknowledge that they are obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any award or amount paid under the Plan subject to clawback.

Miscellaneous. Awards do not give participants stockholder rights unless and until shares of Common Stock are issued to such participants. Awards do not entitle any employee of other service provider to continue in the service of the Company or its affiliates. Awards are subject to the Company’s policies on stock ownership, securities trading and hedging or pledging of securities, to the extent applicable.

Federal Income Tax Consequences

The federal income tax consequences arising with respect to awards granted under the Plan depend on the type of grant. The following provides only a general description of the application of federal income tax laws to certain awards under the Plan. This discussion is intended for the information of stockholders considering how to vote at the Annual Meeting and not as tax guidance to participants in the Plan, as the consequences may vary with the types of grants made, the identity of the recipients, and the method of payment or settlement. The summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local, or foreign tax laws. Tax laws are subject to change.

Nonstatutory Stock Options. There are no federal income tax consequences to the optionee upon the grant or vesting of a nonstatutory stock option under the Plan. When the optionee exercises a nonstatutory stock option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the shares received upon exercise of the option at the time of exercise over the exercise price. Any gain (or loss) that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount the optionee received from the sale or disposition and the tax basis of the shares. The tax basis of the shares generally will be equal to the fair market value of the shares on the exercise date.

Incentive Stock Options. There will be no federal income tax recognized by the optionee at the time of grant or upon exercise, although taxable income may arise upon exercise for alternative minimum tax purposes. The optionee will recognize taxable income in the year in which the purchased shares are sold or otherwise made the subject of certain other dispositions. For federal tax purposes, dispositions are divided into two categories: (i) qualifying, and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made more than two years after the date the option is granted and more than one year after the date the option is exercised for those shares. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition will result.

Upon a qualifying disposition, the optionee will recognize long-term capital gain or loss in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the optionee. Any additional gain recognized upon the disposition will be taxed as a short-term or long-term capital gain, depending on how long the shares were held.

Approval of the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan

Federal Income Tax Consequences

If the optionee makes a disqualifying disposition of the purchased shares, then the Company will generally be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the optionee as a result of the disposition. The Company will not be entitled to any income tax deduction if the optionee makes a qualifying disposition of the shares.

SARs. A participant receiving a SAR under the Plan will not recognize income at the time the award is granted or vests. When the participant exercises the SAR, the participant will recognize ordinary income in an amount equal to the amount of cash and the fair market value of any shares of Common Stock or other property received upon exercise of the SAR at the time of exercise. To the extent a SAR is share-settled, when a participant sells the shares, the participant will have short-term or long-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the fair market value of the shares on the exercise date.

Restricted Stock. A participant will generally not recognize income at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any cash consideration paid for the stock). A participant may also choose to file an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, and he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any cash consideration paid for the stock). If a participant has made an 83(b) election, then the holding period to determine whether a disposition of the shares results in a short-term or long-term capital gain or loss begins on the grant date and the tax basis is equal to the taxable value on the grant date. Otherwise, such holding period begins at the time of vesting or payout and the tax basis is equal to the fair market value at the time of vesting or payout. If a participant has made an 83(b) election and the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Section 83(b) election.

RSUs and DSUs. A participant will not recognize income at the time an RSU or DSU award is granted or vests. Generally, upon receipt of shares of Common Stock (or the equivalent value in cash or other property) in settlement of an RSU or DSU award, a participant will recognize ordinary income equal to the amount of cash or fair market value of the shares or other property as of that date (less any cash consideration paid for the shares or property).

Other Stock-based Awards and Performance Awards. The U.S. federal income tax consequences of other stock-based awards and performance awards will depend upon the specific terms of each award.

Dividend Equivalents. No taxable income is recognized upon receipt of a dividend equivalent right. A participant will recognize ordinary income in the year in which a dividend equivalent, whether in cash, securities or other property, is paid to the participant. The amount of that income will be equal to the fair market value of the cash, securities or other property received.

Tax Withholding. The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld in connection with an award under the Plan. The Company may require such obligations to be satisfied through share withholding or the delivery by the participant to the Company of previously acquired shares.

Tax Consequences to the Company. Generally, all amounts taxable as ordinary income to participants under the Plan in respect of awards are expected to be deductible by the Company as compensation at the same time the participant recognizes the ordinary income, subject to certain caps on the deductibility of executive compensation imposed by Section 162(m) of the Code.

New Plan Benefits

Awards under the Plan are determined by the Compensation Committee in its discretion, and it is therefore not possible to predict the number, name or positions of persons who will benefit from the proposed amendment and restatement of the Plan, if it is approved by stockholders, or the terms of any such benefits. For information regarding awards made under the Plan during the most recently completed fiscal year, see the “2024 Grants of Plan-Based Awards” and “2024 Director Compensation” sections in this proxy statement.

Vote Required

This proposal will be decided by a majority of votes cast on this matter. Abstentions and broker non-votes will not be counted in determining the number of shares voted “for” or “against” this proposal, and therefore will not affect the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE DENNY’S CORPORATION AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This portion of the proxy statement provides a description of the compensation objectives and principles of our executive compensation program (the “CD&A”). This CD&A explains how compensation decisions are linked to our performance relative to our strategic goals and our efforts to drive stockholder value. This CD&A also provides our stockholders with insight into the deliberative process and the foundational compensation philosophies underlying the design of our named executive officers (“NEOs”) pay packages.

Generally, our executive compensation programs apply to all executive officers, but this CD&A is focused on the 2024 compensation decisions relating to our NEOs.

The CD&A is organized as follows:

Executive Compensation

Executive Summary

Introduction.

This Executive Summary highlights key considerations that guided compensation decisions this past fiscal year. Please review the complete proxy statement, including the remainder of this CD&A section before you vote on the Advisory Vote on Executive Compensation in Proposal 3.

Navigating the Opportunities and Challenges of Fiscal 2024.

Denny’s same-store sales started the year down 1.3% in the first quarter of 2024, as we rolled over positive 8.4% from the previous year. Sales then steadily improved sequentially each quarter, culminating in a positive 1.1% in the fourth quarter on top of 1.3% growth in the fourth quarter of 2023. Similarly, same-store sales at Keke’s started the year down 3.6% in the first quarter, before steadily improving to positive 3.0% in the fourth quarter of 2024. Importantly, Denny’s sales outperformed industry benchmarks in all four quarters, and Keke’s sales outperformed benchmarks in the final two quarters of the year.

After multiple years of unprecedented inflation, we began to experience some relief as growth in commodity and labor costs started to moderate from historic highs. We gained market share from quick-service competitors in California by remaining diligent with our pricing as we successfully navigated the adoption of AB1228. At a time when consumers have been expressing growing concern about the cumulative effects of inflation, we reinforced Denny’s value leadership position in the market with the successful relaunch of our $2 $4 $6 $8 value menu. Not only are the price points compelling to our guests, but this redesigned signature value platform also delivers greater profitability for our franchise and company operated restaurants.

Beyond value, we continue to meet our guests’ need for greater convenience and variety through our off-premises business. Many in the industry have experienced sales declines in this channel, yet our off-premises business has remained consistently strong at approximately 20% of total sales. During 2024, we launched our third virtual brand, Banda Burrito, to approximately 1,000 restaurant locations. We continue to make meaningful investments in our digital infrastructure to drive organic digital sales growth for today while also building a foundation for enhancements well into the future.

As we continue the long-term transformation of the Denny’s brand, we are also focused on expanding Keke’s Breakfast Cafe into new markets. The strong leadership team at Keke’s opened a record 12 new cafes during 2024, more than any other year since the brand’s inception. With a footprint previously limited to Florida, we expanded into five additional states, including California, Colorado, Nevada, Tennessee, and Texas. We secured additional development commitments and now have a development pipeline of approximately 140 franchise cafes to help fuel accelerating growth moving forward. The Keke’s system increased marketing investments in 2024, culminating in the brand’s first ever paid media campaign. New media and a new beverage program including mimosas, bellinis and sangrias are driving incremental traffic and check growth.

Finally, we hosted our first ever investor day featuring our ‘Rise of a New Day’ theme and detailing our long-range growth plans for each brand. While the industry operating environment may have been challenging in 2024, the strength of our leadership teams, franchise partners, and restaurant operators, combined with sound strategies contributed to our ability outpace industry benchmarks. We are excited to build on this momentum toward the achievement of our long-range growth plans.

Our Executive Compensation Program Was Designed to Align Pay Outcomes with Performance..

Key features of the 2024 program included:

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Executive Compensation

Fiscal Year 2024 Executive Compensation Overview

Our Historical Pay-for-Performance Alignment. The following graph shows the CEO’s target bonus opportunity compared to the CEO’s actual bonus earned over the last three years, which demonstrates the Company’s pay for performance philosophy in action. There is alignment between the Company’s TSR performance and the CEO’s bonus payouts over this period, during which the Company’s TSR performance was at the 22nd percentile of its current peer group, and 3-year average bonus payouts were 64% of target. In the graph below, the amounts for Ms. Valade, who has been our CEO since June 2022, have been prorated for her partial year of service in 2022.

Executive Compensation

Key Compensation Practices and Governance Policies. Our executive compensation program is designed with best governance practices in mind.

What We Do						What We Don’t Do
		Pay for Performance. Performance-based pay represents a significant portion of our NEOs’ target total direct compensation.				No Employment Agreements. We have no employment agreements with our NEOs (excluding offer letters for initial hire).
		Clawback Policies. We maintain two clawback policies for the recovery of certain incentive compensation awards.				No Excessive Risks. Annual risk assessment of executive compensation program to ensure no excessive risk taking.
		Balanced Mix of Performance Goals. The performance goals for our incentive awards focus on both near-term and long-term goals.				No Excessive Change of Control Payments. Cash change of control payments do not exceed two times annual target cash compensation.
		Maximum Payout Caps. Our CIP and PSU awards maintain maximum payout caps to avoid excessive payments and risk taking.				No Executive Pension Plans or SERPs. We only maintain a deferred compensation plan and a standard 401(k) plan.
		Robust Stock Ownership Guidelines. See below for more details.				No Excise Tax Gross Ups. We do not provide for “golden parachute” excise tax gross ups.
		Independent Compensation Consultant. Our Compensation Committee directly retains an independent compensation consultant.				No Hedging or Pledging. All employees, including our NEOs, and our directors, are prohibited from engaging in hedging or pledging our stock.
		Annual Advisory Say-on-Pay Vote. We hold an annual advisory say-on-pay vote.

Consideration of Previous Say-On-Pay Vote

Our Say-on-Pay vote results over the past three years demonstrate consistently strong stockholder support for our executive compensation program, as summarized in the table below:

The Board and the Compensation Committee appreciate and value the views of our stockholders. In considering the results of the 2024 advisory say-on-pay vote, the Compensation Committee concluded that the compensation paid to our NEOs and the Company’s overall pay practices have strong stockholder support.

Future advisory votes on executive compensation will serve as an additional tool to guide the Compensation Committee in evaluating the alignment of the Company’s executive compensation programs with the interests of the Company and its stockholders.

At the 2023 annual meeting of stockholders, our stockholders expressed a preference that advisory votes on executive compensation occur annually. Consistent with this preference, the Board determined to continue having an advisory vote on executive compensation every year until the next required advisory vote on the frequency of stockholder votes on the compensation of executive officers.

Executive Compensation Program Structure – Objective and Design

The Compensation Committee has developed compensation programs for the Company’s NEOs with guidance and analysis from its independent consultant, FW Cook. We design our executive compensation program to drive the creation of long-term stockholder value. We do this by tying compensation to the achievement of performance goals that promote the creation of stockholder value and by designing compensation to attract and retain high-caliber executives in a competitive market for talent.

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Executive Compensation

We aim to provide compensation opportunities that take into account compensation levels and practices of our peers. For a more detailed description of the peer groups we use for compensation purposes, see the discussion under the heading, “Peer Group and Competitive Market Data” set forth below. Total direct compensation is comprised of a mix of variable and fixed compensation that is heavily weighted toward variable performance-based compensation. Our performance-based compensation includes a short-term performance-based annual incentive award and longer-term equity awards that deliver value based on stock price performance and, in the case of PSUs, whose vesting depends on meeting performance goals. The overall design objectives of our compensation programs are to attract, develop, motivate and retain top-quality leadership talent, while ensuring that their interests are aligned with the interests of our stockholders and that their efforts are focused on the Company’s key strategic objectives. When evaluating and designing compensation programs, the Compensation Committee reviews market survey data, proxy statements filed by our restaurant peer group companies, and industry compensation practices. The following table sets forth the elements of total direct compensation in 2024 and objectives and key features of each element.

Executive Compensation

Objectives and Key Features
				Base Salary   Objectives: Provide competitive fixed pay to balance performance-based risk   Key Features:   • Based on experience, tenure, individual performance, and internal pay equity   • Reviewed annually and potentially adjusted to reflect individual and Company performance, as well as overall market conditions
				Annual Cash Incentives   Objectives: Reward executives for driving superior operating and financial results over a one-year timeframe, creating a direct correlation between business success and financial reward   Key Features:   • Target bonus for each NEO based on a percentage of base salary   • Payout based on achievement against objective and quantifiable financial and strategic goals, measured over the fiscal year, subject to a cap (200% of target for 2024). (Payout at 54.1% of target for 2024 for Denny’s Corporate; payout at 0.00% of target for Keke’s brand; payout at 60.2% of target for Denny’s brand)
				Long-Term Equity Incentives Generally   Objectives: Offer competitive long-term incentive compensation opportunity that will (i) reward executives for longer-term Company profitability and growth, (ii) align our executives’ interests with the interests of our longer-term stockholders, and (iii) encourage executive retention   Key Features:   • Annual grants with a target award value for each NEO based on a percentage of base salary   • Awarded as a balanced mix of PSUs and time-vesting RSUs; for 2024 awarded 50% as PSUs and 50% as RSUs
				PSU Awards (50% of 2024 Long-Term Incentive Award Value)   Key Features:   • Earned based on performance over a three-year performance period, ranging from 0% to 200% of the target award   • Performance measures established based on business priorities and market conditions, for 2024-2026 PSUs performance goals based on one metric, relative TSR performance against the companies in the S&P 600 Consumer Discretionary Index   • Final payout capped at target on the TSR element of the PSUs if our absolute TSR is negative over the performance period
				RSU Awards (50% of 2024 Long-Term Incentive Award Value)   Key Features:   • Annual vesting over three years based on continued service to the company

In connection with the recruitment of Mr. Bode to rejoin our Company as President and Chief Operating Officer of Denny’s, Inc., we entered into an offer letter that set his 2024 salary level and target award level for annual and long-term incentives. The offer letter also provided additional 2024 compensation for Mr. Bode necessary to induce him to accept our offer and to make up for lost compensation opportunities forfeited by his prior employer, including (i) a $250,000 sign-on bonus (subject to a repayment obligation if he resigns or is terminated for cause withing two years after his start date), (ii) a $400,000 incentive award for 2024 (based on the annual incentive award he was forfeiting from his prior employer and in addition to a prorated incentive award opportunity for 2024 under our Corporate Incentive Plan discussed below), and (iii) a new hire restricted stock unit award valued at $600,000 scheduled to cliff-vest on the second anniversary of his start date.

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Executive Compensation

During 2024, our NEOs were provided with other benefits and perquisites that include benefits generally available to other salaried employees, such as retirement, health care, and relocation assistance designed to provide financial safeguards to executives, together with limited perquisites such as car and telecommunication allowances that have a direct business purpose.

Each of these compensation elements is described and analyzed in further detail in the tables and narrative that follow. Additionally, under limited circumstances, discretionary bonuses and other awards may be utilized to recognize individual performance or for inducement during the hiring process. Such awards are intended to reward extraordinary performance and attract top executive talent while retaining executives through long-term vesting and potential wealth accumulation. The Compensation Committee generally targets market median along with the consideration of other factors when determining the appropriate level and amount of these compensation elements for each of our executive officers.

Peer Group and Competitive Market Data

We use peer groups to benchmark our compensation against comparable companies and for different components of our overall compensation program to ensure they are competitive and delivering compensation in line with performance.

The “Compensation Peer Group” is used to ensure that our executive officer compensation is competitive in the marketplace. Consequently, we benchmark our executive compensation to that of the Compensation Peer Group. The Compensation Committee uses peer group data as one reference point when setting base salary, target annual and long-term incentives and total compensation. Actual incentive compensation payouts will depend largely upon the Company’s performance versus our operating plan budgets and in part upon our performance relative to our Compensation Peer Group. Again, the design drives pay for performance. We believe this approach allows the Company to recruit the best talent for the organization and pay for performance. The Compensation Committee reviews at least annually the Compensation Peer Group to confirm that it continues to be an appropriate benchmark. While we believe that our Compensation Peer Group is representative of the market in which we compete for talent, the composition of our Compensation Peer Group has changed over time. For 2024, our Compensation Peer Group is comprised of the following companies:

How Peer Companies are Determined. The Compensation Committee determines the Compensation Peer Group, taking into account input from the independent compensation consultant and considers a variety of selection criteria, including:

Why We Use System-Wide Sales and Not Corporate Revenues When Selecting Peer Companies. We believe system-wide sales is the best measure of company size and complexity for a highly-franchised business model like ours. Although we do not own and operate most of the Denny’s restaurants, we do own the Denny’s brand, develop and help execute the overall strategy for the entire system of Denny’s restaurants, manage all research and development with respect to menu offerings, pricing and restaurant décor, provide site selection and restaurant development services to our franchise partners, and guide and recommend the adoption of technology, work processes, and staffing models that positively affect the customer experience over our entire system of restaurants. Our corporate revenue alone does not capture the full scope and complexity of effectively managing the Denny’s organization. Furthermore, we compete for talent with companies of comparable size, regardless of their business model (company-owned vs. franchised), and therefore, believe system-wide sales is the proper basis for selecting peer companies for compensation benchmarking purposes. However, as mentioned above, we also consider other important measures when selecting our restaurant peer group, including industry focus, business model, and market capitalization.

Executive Compensation

Use of Competitive Market Data. The Company strives to provide total pay opportunities that are within a competitive range relative to the median of our restaurant peer group and that are aligned with survey-based data. Company incentive plans are designed to have significant differentiation in payouts based on performance. As a result, actual compensation payouts are intended to be market appropriate and performance aligned. Benchmark data is only one of many factors that we consider when making pay determinations. Other important factors include, but are not limited to, Company performance, individual executive performance, internal equity among our leadership team, executive tenure, retention priorities, and succession planning. The Compensation Committee annually analyzes tally sheets for each NEO (as further described in the “Compensation and Incentives Committee” section of this Proxy Statement). This review helps ensure that (i) executive compensation decisions are aligned with stockholder interests, (ii) termination provisions are appropriate and aligned with market practices, and (iii) the value of executive share holdings and unvested incentives aligns with changes in stockholder value.

Base Salary

How Amounts are Determined. In general, the Compensation Committee considers a variety of factors when setting base salaries for executive officers, including market information, experience, tenure with the Company, individual performance, and internal pay equity. The Compensation Committee annually reviews the performance and scope of responsibility of our NEOs to determine whether adjustments to base salaries are appropriate in light of individual and Company performance, as well as overall market conditions and peer proxy data.

Salary Adjustments for 2024. Adjustments to the annual base salaries of our NEOs in fiscal year 2024 were as follows:

Annual Cash Incentives - 2024 CIP

Target Incentive Opportunities. The Compensation Committee adopted the Company’s 2024 Corporate Incentive Plan (the “CIP”), providing our NEOs and other eligible employees with an opportunity to earn an annual cash incentive based on the Company’s achievement of specified performance objectives. The CIP for 2024 included three subplans, one covering corporate employees that included the combined performance of the Denny’s and Keke’s brands (the “Corporate CIP”), and separate subplans for the Denny’s brand (the “Denny’s CIP”) and the Keke’s brand (the “Keke’s CIP”). The NEOs other than Mr. Schmidt and Mr. Bode participated in the Corporate CIP. Mr. Schmidt participated in the Keke’s CIP and Mr. Bode participated in the Denny’s CIP.

Under the CIP, each of our participating NEOs was eligible to earn a target incentive award (“Target Award”) equal to a percentage of his or her base salary earned during fiscal year 2024, with the percentage varying depending on position. Target Awards were determined by the Compensation Committee based upon a review of competitive market practices and internal equity, including published survey data and proxy information from our Compensation Peer Group. The Target Awards for 2024 were as follows:

Performance Goals. Each of the CIP subplans provide for payouts earned based primarily on the performance of pre-established, objective financial performance goals, with payouts ranging from 0% of the Target Award (for below threshold performance) to 200% of the Target Award (for maximum or better performance).

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Executive Compensation

Performance Goals — Corporate CIP. For 2024, the Compensation Committee approved two key financial performance goals for the Corporate CIP, as follows:

Domestic System-Wide Same Restaurant Sales measures the percentage change in gross sales from domestic restaurants open in both the current and previous year in both the Denny’s and Keke’s brands. Adjusted EBITDA is a profitability metric that looks at earnings before deducting interest, taxes, depreciation and amortization. Please refer to the reconciliation of Adjusted EBITDA in Appendix A to the Proxy Statement. Under the CIP, we had to achieve at least 80% of the Adjusted EBITDA metric to be eligible for an award in any metric. The Compensation Committee selected these measures to balance accountability for delivering both sales growth and profitability through appropriate cost management.

Performance Goals – Denny’s CIP. For 2024, the Compensation Committee approved two key financial performance goals for the Denny’s CIP, as follows:

These measures are the same as under the Corporate CIP but focused solely on performance of the Denny’s brand. The Denny’s brand Adjusted EBITDA is measured in the same manner as overall Adjusted EBITDA under the Corporate CIP, except focused on earnings generated by the Denny’s brand before deducting a proportionate share of interest, taxes, depreciation and amortization attributed to the Denny’s brand.

Performance Goals – Keke’s CIP. For 2024, the Compensation Committee approved three key financial performance goals for the Keke’s CIP, as follows:

The first two measures are the same as under the Corporate CIP but focused solely on performance of the Keke’s brand. The Keke’s brand Adjusted EBITDA is measured in the same manner as overall Adjusted EBITDA under the Corporate CIP, except focused on earnings generated by the Keke’s brand before deducting a proportionate share of interest, taxes, depreciation and amortization attributed to the Keke’s brand. New Cafe Openings measures the number of new system-wide Keke’s restaurants opened during the year. The Compensation Committee added this measure and used the weightings above to place greater emphasis for Keke’s on investments in brand growth and improved same restaurant sales.

Performance Results. Because the CIP performance goals and outcomes were objective and quantifiable, no Compensation Committee discretion was used to influence the calculated payout for the NEOs under any of the 2024 CIP subplans.

Executive Compensation

For the Corporate CIP for 2024 (applicable to each of the NEOs other than Mr. Schmidt and Mr. Bode), a total of 54.1% of the target annual cash incentives were earned based on performance against the financial performance measures described above, as follows:

For the Denny’s CIP for 2024 (applicable to Mr. Bode), a total of 60.2% of the target annual cash incentives were earned based on performance against the financial performance measures described above, as follows:

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Executive Compensation

For the Keke’s CIP for 2024 (applicable to Mr. Schmidt), all three financial performance measures described above performed below threshold, resulting in no payout, as follows:

2024 CIP Payouts. Based on these results, payouts under the CIP to our participating NEOs for 2024 were as shown in the following table. These amounts are included as 2024 compensation under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.

Long-Term Equity Incentives

Overview. A key component of the total compensation package of our NEOs is a long-term equity incentive program (“LTIP”) designed to meet the following objectives:

LTIP Design for 2024. For 2024 the Long-Term Incentive Plan uses only one performance metric, relative TSR. The relative TSR metric aligns our Senior Management team goals with the our investors goals of increasing the equity performance relative to our peer group. Our 2024 LTIP program utilizes a balanced mix of PSUs and RSUs:

Executive Compensation

The relative TSR payout is based on the following performance goals:

The PSUs include an absolute TSR payout cap, which is designed to cap the final payout at target if Denny’s absolute TSR is negative over the performance period regardless of relative positioning.

TSR for the PSUs means (ending stock price – beginning stock price + reinvested dividends) / beginning stock price, using a 20-day average for beginning and ending stock prices. Denny’s TSR performance will be measured against the TSR of the S&P 600 Small-Cap Consumer Discretionary Index at the end of the three-year performance period to determine the payout level.

Fiscal Year 2024 LTIP Grants. The Compensation Committee approved LTIP grants to selected employees, including our NEOs, in the first quarter of 2024. When considering the 2024 LTIP grants, the Compensation Committee started with an intended target value for each NEO, which was based on a percentage of his or her base salary, as follows:

The intended target value of each NEO’s LTIP was then divided by the Company’s average closing market price per share for the last 20 trading days of the Company’s 2023 fiscal year. 50% of the resulting amount represented the number of PSUs granted at target and 50% represented the number of RSUs granted. For more information regarding 2024 LTIP grants to our NEOs, please see the “2024 Grants of Plan-Based Awards” section elsewhere in this Proxy Statement.

2022 PSU Performance, Results and Payout. Under the terms of the 2022 LTIP, the number of PSUs earned was based 50% upon relative TSR and 50% upon Adjusted EPS Growth, in each case, over a period of three fiscal years ended December 25, 2024.

The Company’s TSR for this period was 0%, which ranked in the 22nd percentile compared to the S&P 600 Small-Cap Consumer Discretionary Index peer group, resulting in a payout of 0% of target for the relative TSR portion of the PSUs based on the scale set forth below:

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Executive Compensation

The Adjusted EPS Growth portion of the PSUs measured performance against annual growth in Adjusted EPS over fiscal years 2022, 2023 and 2024 based on annual growth goals established by the Compensation Committee for each of the three years. At the end of the three-year performance period, the payout for this portion of the PSUs was determined based on the average of the payouts earned for each of the three years in the performance period. The Company’s Adjusted EPS Growth for each year during the performance period, the applicable payout percentage for such year, and the average of the three year payout percentages are shown below:

Accordingly, based on the performance referenced above, the 2022-2024 PSUs paid out to our participating NEOs at 13.35% of target. as follows:

Benefits and Perquisites

In General. The Company’s executives are eligible to participate on the same basis as other salaried employees in health and welfare plans, qualified retirement and savings plans, and other benefit plans intended to provide a financial safety net of coverage for various significant life events, such as death, disability and retirement. Along with other members of the management team, our NEOs also participate in a non-qualified savings plan intended to allow them to contribute to a deferred compensation plan without regard to IRS limits on the amount of earned compensation that can be voluntarily deferred into a 401(k) retirement plan. Our NEOs also receive certain perquisites, including telecommunication allowances, car allowances and reimbursement for executive physicals. . These perquisites serve a business purpose, are limited in value, and are consistent with those of restaurant companies and other companies of similar size.

401(k) Plan. Generally, all employees are eligible to participate in the Company’s 401(k) plan, to which participants are able to elect to contribute up to 25% of their compensation. The plan utilizes a “safe harbor” plan design, allowing the Company match up to a maximum of 4% of compensation deferred by participants.

Deferred Compensation Plan. A non-qualified deferred compensation plan is offered to certain employees. This plan allows participants to defer up to 50% of their annual salary and up to 75% of their bonus, on a pre-tax basis. Deferrals of earned PSUs were previously permitted, but are no longer allowed.

For more information regarding the deferral of compensation under the Company’s deferred compensation plan for our NEOs, please see the “2024 Nonqualified Deferred Compensation” section elsewhere in this Proxy Statement.

Executive Compensation

Post-Termination Payments

In General. All of our executive officers participate in the Denny’s Corporation Executive Severance Pay Plan (the “Severance Plan”). The Severance Plan was originally adopted in January 2008 and was last amended and restated on August 30, 2023. The Severance Plan provides severance payments and benefits to our NEOs in a consistent manner. In the event of a participant’s employment termination without cause or for good reason (as such terms are defined in the Severance Plan), the Severance Plan provides for, among other items, salary continuation and health benefits for 12 months (24 months for the CEO). Under the Severance Plan’s change in control provisions: (i) the Company’s chief executive officer, president and any executive vice presidents are entitled to an enhanced lump sum severance payment equal to two times base salary and CIP target bonus plus health benefits for 24 months, and (ii) the Company’s senior vice presidents receive a lump sum payment equal to one times base salary and CIP target bonus. Two events (i.e., a “double trigger”) must take place – a change in control of the Company and a qualifying associated termination of the employee – before a participant is entitled to these enhanced benefits. Under the Severance Plan, no benefits are payable following a termination for cause or voluntary termination (resignation without good reason).

We provide involuntary termination severance benefits to protect individuals from events outside their control and to offer compensation packages similar to those commonly found in the market in which we compete for executive talent. Furthermore, we provide enhanced benefits in the event of a change in control to protect against disruption during change in control activities. Potential benefits under the Severance Plan for our NEOs are discussed further under the section entitled “Summary of Termination Payments and Benefits” in this Proxy Statement.

Compensation and Corporate Governance Best Practices

Stock Ownership Guidelines. The Company has stock ownership guidelines for its directors and executive officers. The guidelines were originally effective January 25, 2011, and most recently amended effective August 28, 2024 to add an ownership requirement to officers and key leaders of the Company’s subsidiaries.

Required stock ownership/retention levels for directors and officers is based upon the following multiples⁽¹⁾:

Each officer and director is expected to attain and thereafter maintain their required stock ownership level within five years from the date on which an individual becomes subject to the guidelines. Once a required ownership level is attained, an individual is expected to maintain such level. If, during the initial five-year compliance period or anytime thereafter, an officer or director has not met the minimum ownership requirement based on the stock price value used for the most recent annual measurement date, the individual must retain fifty percent (50%) of net after-tax shares received from awards under the Company’s equity compensation plans until the minimum ownership requirement under the guidelines is satisfied.

For purposes of measuring compliance with these ownership guidelines during a year, share value will be based on the average closing price of the Company’s stock for each trading day during the last 30 days of the preceding fiscal year. The following sources will be included in the calculation:

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Executive Compensation

2024 Summary Compensation Table

The following table sets forth the compensation paid to, or earned by, the Company’s NEOs for the fiscal years shown below.