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Dine Brands Global, Inc.

For the period ended May 14, 2026. Filed Mar 27, 2026.

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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, 2026 · Filed Mar 27, 2026

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 2026 Annual Meeting and Proxy Statement

2026 PROXY STATEMENT

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Dine Brands Global, Inc. (the “Annual Meeting”), which will be held on Thursday, May 14, 2026, at 8:00 a.m., Mountain Time, at The Inn at 500 Capitol, 500 South Capitol Boulevard, Boise, Idaho 83702. 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 KPMG LLP as our independent auditor for the 2026 fiscal year; (iii) approve, on an advisory basis, the compensation of our named executive officers; (iv) approve, on an advisory basis, the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and (v) vote on a stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

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 KPMG LLP as our independent auditor; (iii) FOR the approval, on an advisory basis, of the compensation of our named executive officers; (iv) FOR the approval, on an advisory basis, of the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and (v) AGAINST the stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

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,

Douglas M. PasqualeJohn W. Peyton
Chairman of the Board of DirectorsChief Executive Officer

2026 PROXY STATEMENT

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2026

To the Stockholders of Dine Brands Global, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), will be held at The Inn at 500 Capitol, 500 South Capitol Boulevard, Boise, Idaho 83702, on Thursday, May 14, 2026, at 8:00 a.m., Mountain 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 KPMG LLP as the Corporation’s independent auditor for the fiscal year ending January 3, 2027;
3)To approve, on an advisory basis, the compensation of the Corporation’s named executive officers;
4)To approve, on an advisory basis, the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and
5)To vote on a stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

Only stockholders of record at the close of business on March 18, 2026, 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

2026 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, 2026

The notice of the Annual Meeting, proxy statement, 2025 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.

2026 PROXY STATEMENT

TABLE OF CONTENTS

Page
Questions and Answers1
Important Note6
Corporate Governance7
Current Board of Directors7
Board Leadership Structure7
The Role of the Board of Directors in Risk Oversight8
The Role of the Board of Directors in Business Responsibility Oversight8
Business Responsibility Report9
Director Independence9
Codes of Conduct9
Insider Trading Policy11
Corporate Governance Guidelines12
Director Attendance at Meetings12
Executive Sessions of Non-Management Directors12
Communications with the Board of Directors12
Board of Directors Retirement Policy12
Other Public Corporation Directorships13
Certain Relationships and Related Person Transactions13
Board of Directors Committees and Their Functions13
Stockholder Engagement17
Board of Directors Nominations17
Stockholder Nominations17
Director Compensation18
Stock Ownership Guidelines18
Director Compensation Table for 202519
Security Ownership of Certain Beneficial Owners and Management20
Delinquent Section 16(A) Reports23
Executive Compensation24
Compensation Committee Report24
Compensation Discussion and Analysis24
Compensation Tables40
2025 Summary Compensation Table40
Grants of Plan-Based Awards in 202541
Page
Outstanding Equity Awards at 2025 Fiscal Year-End42
2025 Option Exercises and Stock Vested43
2025 Nonqualified Deferred Compensation43
Employment Agreements and Equity Awards44
Potential Payments Upon Termination or Change in Control46
CEO Pay Ratio48
Pay vs. Performance Comparison49
Equity Compensation Plan Information53
Compensation Committee Interlocks and Insider Participation54
Information about our Executive Officers55
Audit-Related Matters56
Report of the Audit Committee56
Independent Auditor Fees58
Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor58
Matters to Be Voted Upon at the Annual Meeting59
PROPOSAL ONE: ELECTION OF DIRECTORS59
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE CORPORATION’S INDEPENDENT AUDITOR FOR THE 2026 FISCAL YEAR64
PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS64
PROPOSAL FOUR: AN ADVISORY VOTE TO PROVIDE STOCKHOLDERS THE RIGHT TO CALL A SPECIAL MEETING OF THE STOCKHOLDERS AT A 25% OWNERSHIP THRESHOLD65
PROPOSAL FIVE: STOCKHOLDER PROPOSAL REGARDING THE RIGHT OF STOCKHOLDERS TO CALL A SPECIAL MEETING OF STOCKHOLDERS AT A 15% OWNERSHIP THRESHOLD66
Proposals of Stockholders69
Householding of Proxy Materials70
Other Business71
Appendix AA-1
Reconciliation of Non-GAAP Financial MeasuresA-1

2026 PROXY STATEMENT

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

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