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Dine Brands Global, Inc.

For the period ended May 14, 2025. Filed Mar 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2025 · Filed Mar 28, 2025

Use the contents to explore the available documents and sections.

DIN$35.85-0.1%Stored close · as of Nov 6, 2026
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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 2025 Annual Meeting and Proxy Statement

2025 PROXY STATEMENT

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Dine Brands Global, Inc. (the “Annual Meeting”), which will be held on Wednesday, May 14, 2025, at 8:00 a.m., local time, at Boulders Resort & Spa, 34631 North Tom Darlington Drive, Scottsdale, Arizona 85262. At this year’s Annual Meeting, you will be asked to: (i) elect the nine directors identified in this proxy statement; (ii) ratify the appointment of Ernst & Young LLP as our independent auditor for 2025; (iii) approve, on an advisory basis, the compensation of our named executive officers; and (iv) approve an amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan, as amended, to increase the reservation of common stock for issuance thereunder.

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; and (iv) FOR the amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan, as amended, to increase the reservation of common stock for issuance thereunder.

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. DahlJohn W. Peyton
Chairman of the Board of DirectorsChief Executive Officer

2025 PROXY STATEMENT

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2025

To the Stockholders of Dine Brands Global, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), will be held at Boulders Resort & Spa, 34631 North Tom Darlington Drive, Scottsdale, Arizona 85262, on Wednesday, May 14, 2025, at 8:00 a.m., local time, for the following purposes as more fully described in the accompanying proxy statement:

1)To elect the nine 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, 2025;
3)To approve, on an advisory basis, the compensation of the Corporation’s named executive officers; and
4)To approve an amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan, as amended, to increase the reservation of common stock for issuance thereunder.

Only stockholders of record at the close of business on March 17, 2025, 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

2025 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, 2025

The notice of the Annual Meeting, proxy statement, 2024 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.

2025 PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.