Dine Brands Global (DIN) Proxy Filing summary

Executive summary

• The annual meeting will be held on May 14, 2026, with voting on director elections, auditor ratification, executive compensation, and special meeting rights proposals.

• The Board recommends voting for all director nominees, for KPMG as auditor, for executive compensation, for a 25% threshold for special meetings, and against a 15% threshold proposal.

• Shareholders can vote online, by phone, mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Ratification of KPMG LLP as independent auditor for fiscal year ending January 3, 2027.

• Advisory approval of executive compensation (say-on-pay).

• Advisory vote to allow shareholders with 25% ownership to call special meetings.

• Stockholder proposal to allow special meetings at a 15% ownership threshold, which the Board opposes.

Board of directors and corporate governance

• Board will reduce to 10 members after one director retires at the meeting.

• Chairman is an independent director, with roles separated from the CEO.

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

• Directors are subject to retirement and outside board service policies.

• Stockholder engagement is ongoing, with feedback informing governance and strategy.