Denny's (NASDAQ: DENN) investors back Sparkle Topco merger plan

Rhea-AI Filing Summary

Denny’s Corporation reported that its stockholders approved the planned merger with Sparkle Topco Corp. At a special meeting held on January 13, 2026, stockholders voted to adopt the Merger Agreement among Sparkle Topco Corp., Sparkle Acquisition Corp., and Denny’s, under which Sparkle Acquisition Corp. will merge with and into Denny’s, and Denny’s will survive as an indirect, wholly owned subsidiary of Sparkle Topco Corp. The Merger Proposal received 39,490,370 votes for, 177,993 against, and 112,349 abstentions. Stockholders also approved, on a non-binding advisory basis, certain merger-related compensation for named executive officers, with 34,741,402 votes for, 2,417,808 against, and 2,621,502 abstentions. An adjournment proposal received sufficient support but was not needed because the merger was approved.

Insights

M&A and corporate governance analyst

Denny’s shareholders approved the Sparkle Topco merger and related pay advisory vote.

The key development is stockholder approval of the Merger Agreement under which Denny’s will become an indirect, wholly owned subsidiary of Sparkle Topco Corp.. The Merger Proposal passed with 39,490,370 votes in favor versus 177,993 against and 112,349 abstentions, indicating strong support among voting shares at the special meeting.

Shareholders also approved, on a non-binding basis, compensation that may be paid to named executive officers in connection with the merger, with 34,741,402 votes for, 2,417,808 against, and 2,621,502 abstentions. This advisory support can ease implementation of agreed executive arrangements but does not itself change the merger terms. An adjournment proposal was backed by a large majority but was not used because the main merger vote succeeded at the initial meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2026

DENNY’S CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		0-18051		13-3487402
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

203 East Main Street
Spartanburg, North Carolina		29319-0001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (864) 597-8000

Not Applicable

(Former name or former address if changed since last report.)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
$.01 Par Value, Common Stock		DENN		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously disclosed, on November 3, 2025, Denny’s Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sparkle Topco Corp., a Delaware corporation (“Buyer”), and Sparkle Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof and in accordance with Section 251 of the General Corporation Law of the State of Delaware, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned, indirect subsidiary of Buyer.

The Company held a special meeting of stockholders on Tuesday, January 13, 2026, at 10:00 A.M., Eastern Time (the “Special Meeting”), called for the purpose of approving proposals relating to the Merger Agreement.

At the close of business on November 26, 2025, the record date for the Special Meeting, there were 51,498,994 shares of common stock entitled to vote at the Special Meeting. Present at the Special Meeting or by proxy were holders of 39,780,712 shares, representing approximately 77.25% of the outstanding shares of common stock eligible to vote at the Special Meeting, and constituting a quorum.

The final results, by proposal, are set forth below:

1. Merger Proposal: To adopt the Merger Agreement, by and among Buyer, Merger Sub, and the Company, providing for, among other things, the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly owned, indirect subsidiary of Parent (the “Merger Proposal”).

For		Against		Abstain		Broker Non-Votes
39,490,370		177,993		112,349		0

2. Compensation Advisory Proposal: To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Compensation Advisory Proposal”).

For		Against		Abstain		Broker Non-Votes
34,741,402		2,417,808		2,621,502		0

3. Adjournment Proposal: To approve one or more adjournments of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

For		Against		Abstain		Broker Non-Votes
38,254,509		1,419,767		106,436		0

Each of the Merger Proposal and the Compensation Advisory Proposal was approved by the required vote of the Company’s stockholders. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				DENNY’S CORPORATION
Date: January 13, 2026				By:		/s/ Robert P. Verostek
				Name:		Robert P. Verostek
				Title:		Executive Vice President and Chief Financial Officer

FAQ

What merger did Denny's (DENN) shareholders approve at the special meeting?

Stockholders approved the adoption of the Merger Agreement among Denny’s Corporation, Sparkle Topco Corp. (Buyer), and Sparkle Acquisition Corp., under which Sparkle Acquisition Corp. will merge with and into Denny’s and Denny’s will survive as a wholly owned, indirect subsidiary of Sparkle Topco Corp.

How did Denny's (DENN) shareholders vote on the Merger Proposal?

For the Merger Proposal, Denny’s stockholders cast 39,490,370 votes for, 177,993 votes against, and 112,349 abstentions, with zero broker non-votes, resulting in approval of the Merger Agreement.

What was the shareholder turnout for Denny's January 13, 2026 special meeting?

As of the November 26, 2025 record date, there were 51,498,994 shares entitled to vote. At the special meeting, holders of 39,780,712 shares were present in person or by proxy, representing approximately 77.25% of the outstanding common stock and constituting a quorum.

Did Denny's (DENN) shareholders approve merger-related executive compensation?

Yes. The non-binding Compensation Advisory Proposal on certain merger-related compensation for named executive officers received 34,741,402 votes for, 2,417,808 votes against, and 2,621,502 abstentions, with zero broker non-votes, and was approved.

What happened to the adjournment proposal at the Denny's special meeting?

The Adjournment Proposal received 38,254,509 votes for, 1,419,767 votes against, and 106,436 abstentions, but no adjournment was needed because the Merger Proposal was approved at the scheduled meeting.

What will Denny's corporate structure be after the Sparkle merger closes?

Under the approved Merger Agreement, after the merger of Sparkle Acquisition Corp. with and into Denny’s, the company will survive the merger as a wholly owned, indirect subsidiary of Sparkle Topco Corp..