Dine Brands (DIN) holders approve board, pay and 25% special meeting right

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8-K Event Classification

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What did Dine Brands (DIN) stockholders decide at the 2026 annual meeting?

How did Dine Brands (DIN) vote on the KPMG auditor ratification for 2026?

Was Dine Brands (DIN) executive compensation approved at the 2026 meeting?

What special meeting rights did Dine Brands (DIN) stockholders support?

Why did the 15% special meeting threshold proposal at Dine Brands (DIN) fail?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Dine Brands Global, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 14, 2026. Stockholders elected all ten director nominees, each receiving over 7.0 million votes in favor.

They ratified KPMG LLP as independent auditor for the 2026 fiscal year, with 9,728,152 votes for and relatively few against. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers.

On governance matters, stockholders supported an advisory proposal to give holders owning at least 25% of shares the right to call a special meeting. A separate stockholder proposal to allow special meetings at a 15% ownership threshold did not receive enough support to pass.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Auditor ratification 'For' votes: 9,728,152 votes Auditor ratification 'Against' votes: 59,013 votes Say-on-pay 'For' votes: 6,168,102 votes +5 more

8 metrics

Auditor ratification 'For' votes 9,728,152 votes KPMG LLP appointment for 2026 fiscal year

Auditor ratification 'Against' votes 59,013 votes KPMG LLP appointment for 2026 fiscal year

Say-on-pay 'For' votes 6,168,102 votes Advisory approval of named executive officer compensation

Say-on-pay 'Against' votes 1,131,217 votes Advisory approval of named executive officer compensation

25% special meeting right 'For' votes 5,130,454 votes Advisory proposal for 25% ownership threshold

25% special meeting right 'Against' votes 2,088,982 votes Advisory proposal for 25% ownership threshold

15% special meeting right 'For' votes 3,300,205 votes Stockholder proposal for 15% ownership threshold

15% special meeting right 'Against' votes 4,172,782 votes Stockholder proposal for 15% ownership threshold

broker non-votes, advisory basis, named executive officers, special meeting of the stockholders, +1 more

5 terms

broker non-votes financial

"For | | Against | | Abstain | | Broker Non-Votes 6,168,102 | | 1,131,217 | | 490,425 | | 2,426,174"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Approval, on an Advisory Basis, of the Compensation of the Corporation’s Named Executive Officers."

named executive officers financial

"the compensation of the Corporation’s named executive officers as disclosed in the Proxy Statement."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

special meeting of the stockholders financial

"the right of stockholders to call a special meeting of the stockholders at a 25% ownership threshold."

ownership threshold financial

"call a special meeting of stockholders at a 15% ownership threshold."

Understanding 8-K Material Events →

05/19/2026 - 05:01 PM

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): May 14, 2026

Dine Brands Global, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-15283	95-3038279
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10 West Walnut Street, 5th Floor
Pasadena, California		91103
(Address of principal executive offices)		(Zip Code)

(818) 240-6055

(Registrant’s telephone number, including area code)

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))

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

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, $.01 Par Value

DIN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Dine Brands Global, Inc. (the “Corporation”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026. The following matters set forth in the Corporation’s Proxy Statement dated March 27, 2026, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.

Proposal One: Election of Directors.

The nominees listed below were elected to serve as directors for a one-year term with the respective votes set forth opposite their names:


	For		Against		Abstain		Broker Non-Votes
Howard M. Berk		7,254,230		415,793		119,722		2,426,174
Amanda Clark		7,120,857		337,772		331,116		2,426,174
Michael C. Hyter		7,279,540		390,677		119,528		2,426,174
Douglas M. Pasquale		7,283,053		419,048		87,644		2,426,174
John W. Peyton		7,307,400		362,162		120,183		2,426,174
Martha C. Poulter		7,307,849		363,066		118,830		2,426,174
Matthew T. Ryan		7,313,621		356,622		119,502		2,426,174
Enrique Silva		7,331,876		338,377		119,492		2,426,174
Arthur F. Starrs		7,332,324		340,554		116,867		2,426,174
Lilian C. Tomovich		7,060,729		395,856		333,160		2,426,174

Proposal Two: Ratification of the Appointment of KPMG LLP as the Corporation’s Independent Auditor for the 2026 Fiscal Year.

The stockholders ratified the appointment of KPMG LLP as independent auditor of the Corporation for the 2026 fiscal year. The voting results are set forth below:


For	Against	Abstain	Broker Non-Votes
9,728,152	59,013	428,754	-0-

Proposal Three: Approval, on an Advisory Basis, of the Compensation of the Corporation’s Named Executive Officers.

The stockholders approved, on an advisory basis, the compensation of the Corporation’s named executive officers as disclosed in the Proxy Statement. The voting results are set forth below:


For	Against	Abstain	Broker Non-Votes
6,168,102	1,131,217	490,425	2,426,174

Proposal Four: Approval, on an Advisory Basis, to Provide Stockholders the Right to Call a Special Meeting of the Stockholders at a 25% Ownership Threshold.

The stockholders approved, on an advisory basis, the right of stockholders to call a special meeting of the stockholders at a 25% ownership threshold. The voting results are set forth below:


For	Against	Abstain	Broker Non-Votes
5,130,454	2,088,982	570,308	2,426,174

Proposal Five: Stockholder Proposal Regarding the Right of Stockholders to Call a Special Meeting of Stockholders at a 15% Ownership Threshold.

The stockholders did not approve the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold. The voting results are set forth below:


For	Against	Abstain	Broker Non-Votes
3,300,205	4,172,782	316,758	2,426,174

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 thereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Stockholders elected all director nominees and ratified KPMG LLP as auditor for 2026. They also approved executive compensation on an advisory basis and backed a 25% ownership threshold for calling special stockholder meetings, while rejecting a competing 15% threshold proposal.

Stockholders strongly ratified KPMG LLP as Dine Brands’ independent auditor for the 2026 fiscal year. The proposal received 9,728,152 votes for, 59,013 against and 428,754 abstentions, with no broker non-votes reported for this item on the ballot.

Yes. On an advisory basis, stockholders approved the compensation of Dine Brands’ named executive officers. The say-on-pay resolution received 6,168,102 votes for, 1,131,217 against, 490,425 abstentions and 2,426,174 broker non-votes, indicating overall support for the existing pay programs.

Stockholders supported, on an advisory basis, giving holders of at least 25% of shares the right to call a special meeting. That proposal received 5,130,454 votes for, 2,088,982 against and 570,308 abstentions, with 2,426,174 broker non-votes recorded on the item.

A stockholder proposal to allow special meetings at a 15% ownership threshold did not gain sufficient support. It received 3,300,205 votes for, 4,172,782 against and 316,758 abstentions, along with 2,426,174 broker non-votes, so it was not approved by the voting stockholders.

Date: May 19, 2026

DINE BRANDS GLOBAL, INC.

/s/ Vance Y. Chang

Vance Y. Chang

Chief Financial Officer

3 documents