UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 26, 2022, the board of directors (the “Board”) of Dine Brands Global, Inc. (the “Corporation”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws:
| • | Modify the provision relating to lists of stockholders entitled to vote at stockholder meetings to reflect recent amendments to the Delaware General Corporation Law; |
| • | Clarify the powers of the chair of stockholder meetings; |
| • | Provide that, as a condition to serving on the Board, each director nominee (including nominees of the Company) must (i) make himself or herself available for and submit to interviews by the Board (or any Board committee) on or prior to the later of ten days following any reasonable request therefor from the Board (or any Board committee) and the 30th day prior to such director nominee’s election to the Board and (ii) irrevocably agree to tender his or her resignation as a director of the Corporation if (x) the Board or any Board committee determines that such director nominee at any time failed to provide facts, statements and other information in all communications with the Company and its stockholders that are true and correct and that do not omit to state any fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, (y) the Board provides such director nominee notice of such determination and (z) if such failure may be cured, such director nominee fails to cure such failure within ten business days after delivery of such notice; and |
| • | Enhance procedures and disclosure requirements with respect to the use of a universal proxy card in connection with stockholder nominations of directors at stockholder meetings, including, without limitation, as follows: |
| • | Requiring that the Corporation disregard any proxies or votes for a stockholder’s proposed nominees if, after such stockholder provides notice pursuant to Rule 14a-19(b) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), such stockholder subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act; and |
| • | Adding an obligation for any stockholder that provides notice pursuant to Rule 14a-19(b) under the Exchange Act to inform the Company within two business days of any change in such stockholder’s intent to solicit proxies from the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees, and to deliver to the Secretary, no later than five business days prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied. |
The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Bylaws of Dine Brands Global, Inc. dated August 26, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
Date: August 26, 2022
| DINE BRANDS GLOBAL, INC. | ||
| By: | /s/ Christine K. Son | |
| Christine K. Son | ||
| Senior Vice President, Legal, General Counsel and Secretary | ||