Dine Brands Global (DIN) Proxy Filing summary

Executive summary

• Two new independent directors, Amanda Clark and Enrique R. Silva, were appointed, expanding the board from nine to eleven members, effective February 4, 2026.

• Both new directors bring significant industry experience from leadership roles in franchised restaurant and consumer brands.

• The appointments are part of ongoing board refreshment efforts to align director skills with business needs.

Board of directors and corporate governance

• Board size increased to eleven, with Clark and Silva filling the new seats.

• Both directors are considered independent under NYSE standards.

• No arrangements or relationships exist requiring disclosure under related party transaction rules.

• Each new director will enter into an indemnification agreement similar to those of other directors.

Executive compensation and say-on-pay

• New directors will receive compensation consistent with other non-employee directors.

• Each will receive a prorated equity award of $108,822 in restricted stock units, vesting after one year.