Dine Brands Global Inc. filed SEC Form 8-K: Regulation FD Disclosure
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2026, the board of directors (the “Board”) of Dine Brands Global, Inc. (the “Corporation”), acting pursuant to the authority granted to it by the Corporation’s Restated Certificate of Incorporation, as amended, increased the size of the Board from nine directors to eleven directors and elected Amanda Clark and Enrique R. Silva (the “New Directors”) to fill the newly-created vacancies, effective immediately. The Board also determined that the New Directors are “independent” under the applicable standards of the New York Stock Exchange.
There are no arrangements or understandings between the New Directors and any other person pursuant to which the New Directors were elected to serve as members of the Board. There are not any transactions or relationships between the Company and the New Directors that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The New Directors will be compensated for their service on the Board in the same manner as the Corporation’s other non-employee directors. For a description of the Corporation’s director compensation programs, see “Director Compensation” in the Corporation’s proxy statement for the Corporation’s 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 28, 2025. In connection with their appointments to the Board, each New Director will receive an initial prorated equity award targeted at $108,822 in the form of restricted stock units that will cliff vest on the first anniversary of the date of grant and settle in shares of Corporation common stock.
Additionally, in connection with the New Directors’ election to the Board, the Corporation and each New Director will enter into an indemnification agreement in substantially the same form that the Corporation has entered into with each of the Company’s other directors.
Item 7.01. Regulation FD Disclosure.
On February 3, 2026, the Corporation issued a press release announcing the appointment of Ms. Clark and Mr. Silva to the Board. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01, including the related information set forth in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by the Corporation on February 3, 2026. | |
| 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 thereunto duly authorized.
| Date: February 3, 2026 | DINE BRANDS GLOBAL, INC. | |||||
| By: | /s/ Christine K. Son | |||||
| Christine K. Son | ||||||
| Senior Vice President, Legal, General Counsel and | ||||||
| Secretary | ||||||