Denny's (DENN) Proxy Filing summary

Executive summary

• Achieved improved sales trends in 2024, with both brands outperforming industry benchmarks for multiple quarters despite inflationary pressures and a challenging operating environment.

• Relaunched the $2 $4 $6 $8 value menu, expanded off-premises business, and launched a third virtual brand, Banda Burrito, to 1,000 locations.

• Keke's Breakfast Cafe opened a record 12 new cafes, expanding into five new states, with a development pipeline of 140 future franchise cafes.

• Invested in digital infrastructure, reignited the Diner 2.0 remodel program, and maintained a strong commitment to diversity, inclusion, and sustainability.

• Returned over $712 million to shareholders through share repurchases since 2010, with $128 million in the last three years.

Voting matters and shareholder proposals

• Election of seven directors, ratification of KPMG LLP as independent auditor, advisory vote on executive compensation, approval of amended 2021 Omnibus Incentive Plan, and a shareholder proposal to allow 15% shareholders to call special meetings (Board recommends against the proposal).

• Board adopted a by-law amendment allowing 25% shareholders to call special meetings, rendering the 15% proposal redundant.

Board of directors and corporate governance

• Board consists of nine directors with 56% gender and ethnic diversity; average tenure is 10.1 years.

• Board committees: Audit and Finance, Compensation and Incentives, Corporate Governance and Nominating, all composed of independent directors.

• Board Chair is independent; succession planning and director qualifications are regularly reviewed.

• Board structure separates CEO and Chair roles, with risk oversight delegated to the Audit Committee.