Dine Brands Global Inc
For the period ended May 14, 2024. Filed Mar 29, 2024.
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May 14, 2024 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Dine Brands Global, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2024 Annual Meeting and Proxy Statement
2024 PROXY STATEMENT
Dear Fellow Stockholders:
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Dine Brands Global, Inc. (the “Annual Meeting”), which will be held on Tuesday, May 14, 2024, at 8:00 a.m., local time, at our offices located at 10 West Walnut Street, 5 th Floor, Pasadena, California 91103. At this year’s Annual Meeting, you will be asked to: (i) elect the ten directors identified in this proxy statement; (ii) ratify the appointment of Ernst & Young LLP as our independent auditor for 2024; (iii) approve, on an advisory basis, the compensation of our named executive officers; (iv) consider a stockholder proposal regarding climate change policies and climate change risk disclosures; and (v) consider a stockholder proposal regarding group-housed pork.
Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Voting your proxy will ensure your representation at the Annual Meeting. You can vote your shares over the Internet, by telephone or by using a traditional proxy card. Instructions on each of these voting methods are outlined in the enclosed proxy statement.
We urge you to review carefully the proxy materials and to vote: (i) FOR the election of each of the directors identified in this proxy statement; (ii) FOR the ratification of the appointment of Ernst & Young LLP as our independent auditor; (iii) FOR the approval, on an advisory basis, of the compensation of our named executive officers; (iv) AGAINST the stockholder proposal regarding climate change policies and climate change risk disclosures; and (v) AGAINST the stockholder proposal regarding group-housed pork.
Thank you for your continued support of and interest in Dine Brands Global, Inc. We look forward to seeing you on May 14 th.
Sincerely yours,
| Richard J. Dahl | John W. Peyton |
|---|---|
| Chairman of the Board of Directors | Chief Executive Officer |
2024 PROXY STATEMENT
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2024
To the Stockholders of Dine Brands Global, Inc.:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), will be held at 10 West Walnut Street, 5 th Floor, Pasadena, California 91103, on Tuesday, May 14, 2024, at 8:00 a.m., local time, for the following purposes as more fully described in the accompanying proxy statement:
| 1) | To elect the ten directors identified in the proxy statement; |
| 2) | To ratify the appointment of Ernst & Young LLP as the Corporation’s independent auditor for the fiscal year ending December 31, 2024; |
| 3) | To approve, on an advisory basis, the compensation of the Corporation’s named executive officers; |
| 4) | To vote on a stockholder proposal regarding climate change policies and climate change risk disclosures; and |
| 5) | To vote on a stockholder proposal regarding group-housed pork. |
Only stockholders of record at the close of business on March 15, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors,
Christine K. Son,
Senior Vice President, Legal, General Counsel and Secretary
2024 PROXY STATEMENT
Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting of Stockholders
of Dine Brands Global, Inc.
to Be Held on May 14, 2024
The notice of the Annual Meeting, proxy statement, 2023 annual report to stockholders and the means to vote by Internet are available atwww.envisionreports.com/DIN.
Your Vote is Important
Please vote as promptly as possible by using the Internet or telephone or by signing, dating, and returning the proxy card. If you did not receive a paper copy of the proxy statement with the proxy card and would like to vote by proxy card, please refer to the instructions on requesting a paper copy of these materials in this proxy statement. All stockholders are cordially invited to attend the Annual Meeting. If you attend the Annual Meeting, you may vote during the meeting if you wish, even if you have previously voted by another method.
2024 PROXY STATEMENT
TABLE OF CONTENTS
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