Dine Brands Global (DIN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, with four key proposals: election of nine directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and an amendment to the 2019 Stock Incentive Plan to increase available shares for equity awards.

• Shareholders of record as of March 17, 2025, are eligible to vote, with multiple voting methods available including internet, telephone, mail, or in-person at the meeting.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include: electing nine directors, ratifying Ernst & Young LLP as auditor, advisory approval of executive compensation, and amending the 2019 Stock Incentive Plan to add 1,421,000 shares.

• Shareholders can submit proposals for the 2026 meeting by November 28, 2025, and must follow specific procedures for nominations and proposals.

Board of directors and corporate governance

• The Board will reduce to nine members after the retirement of one director at the annual meeting.

• The Chairman is an independent director, and the Board structure separates the roles of Chairman and CEO.

• All Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• Directors are subject to retirement and outside board service policies, and are expected to attend meetings and executive sessions.