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.

• 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; only shareholders of record as of March 18, 2026, are eligible.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Ratification of KPMG LLP as independent auditor for fiscal 2026.

• 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% 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 independent; roles of CEO and Chairman are separated.

• All directors stand for annual election; majority are independent.

• Three standing committees: Audit, Compensation, Nominating & Corporate Governance, all comprised of independent directors.

• Board diversity in experience, skills, and backgrounds is emphasized.