2024 PROXY STATEMENT

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

Q: Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A: Pursuant to rules adopted by the SEC, the Corporation has elected to provide access to its proxy materials via the Internet. Accordingly, the Corporation mailed a Notice of

Internet Availability of Proxy Materials (the “Notice”) to its stockholders on March ~~31, 2023.~~29, 2024. The Notice contains instructions on how to access the Corporation’s proxy materials, including this proxy statement and the Corporation’s ~~2022~~2023 annual report to stockholders. The Notice also contains instructions on how to vote. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials by mail or electronically by email. The Corporation encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings. This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials on an ongoing basis, please follow the instructions included in the Notice. If you have previously elected to receive the Corporation’s proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Q: What are the costs of this proxy solicitation and who will bear them?

A: The Corporation will bear the expense of printing, mailing, and distributing these proxy materials and soliciting votes. In addition to using the mail, the Corporation’s directors, officers, employees, and agents may solicit proxies by personal interview, telephone, or otherwise, although they will not be paid any additional compensation. The Corporation will request brokers and nominees who hold shares of the Corporation’s Common Stock in their names to furnish proxy materials to beneficial owners of the shares. The Corporation will reimburse such brokers and nominees for their reasonable out-of-pocket expenses for forwarding proxy materials to such beneficial owners.

In addition, the Corporation has retained Morrow Sodali LLC to assist in the distribution and solicitation of proxies. The Corporation has agreed to pay Morrow Sodali LLC a fee of approximately ~~$12,000~~$17,500 plus other solicitation-related expenses.

Q: Who will count the votes?

A: A representative of Computershare, transfer agent for the Corporation, will count the votes and will serve as the independent inspector of elections for the Annual Meeting.


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~~2023~~2024 PROXY STATEMENT

PROXY STATEMENT FOR THE ~~2023~~2024 ANNUAL MEETING OF STOCKHOLDERS

Additional Information

The Corporate Governance section of the Dine Brands Global, Inc. website provides up-to-date information about the Corporation’s corporate governance policies and practices. In addition, the Investors section of the website includes links to the Corporation’s filings with the SEC, news releases, and investor presentations by management. Please note that information contained on the Corporation’s website does not constitute part of this proxy statement. You may also obtain a copy of our periodic filings from the SEC’s EDGAR database at www.sec.gov.


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IMPORTANT NOTE

You should rely only on the information contained in this proxy statement to vote on the proposals at the Annual Meeting. The Corporation has not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated March ~~31, 2023.~~29, 2024. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, unless indicated otherwise herein, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.


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Current Board of Directors

The Corporation’s Restated Certificate of Incorporation provides that all directors will stand for election annually. ~~There~~As of the date of this proxy statement, there are ~~currently 10~~11 members of the Board of Directors:

Howard M. Berk

Susan M. Collyns

Richard J. Dahl

Michael C. Hyter

~~Larry A. Kay~~

Caroline W. Nahas

Douglas M. Pasquale

John W. Peyton

Martha C. Poulter

Matthew T. Ryan

Arthur F. Starrs

Lilian C. Tomovich

~~Larry A. Kay,~~Susan M. Collyns, currently a director, is not standing for re-election and will be retiring from the Board of Directors as of March 31, 2024. Effective upon Ms. Collyns’ departure, the ~~Annual Meeting. In addition to the current members~~size of the Board ~~of Directors (other than Mr. Kay), the~~will be 10 members.

The Board of Directors ~~has nominated Arthur F. Starrs~~recently appointed Matthew T. Ryan as a director of the Corporation, effective March 1, 2024. Mr. Ryan was first identified as a candidate to ~~stand for election at~~serve as a director by a non-management director of the ~~Annual Meeting.~~Corporation.

The business and affairs of the Corporation are managed under the direction of the Board of Directors. It is management’s responsibility to formalize, propose and implement strategic choices and it is the Board of Directors’ role to approve strategic direction and evaluate strategic results, including both the performance of the Corporation and the performance of the Chief Executive Officer.

Board Leadership Structure

The Corporation’s Amended and Restated Bylaws (the “Bylaws”) require the Chairman of the Board of Directors to be elected from the independent members of the Board of Directors as determined by the NYSE listing standards. Mr. Dahl has served as the independent Chairman of the Board of Directors since September 2017.

The Board of Directors believes the separation of the roles of Chairman of the Board of Directors and Chief Executive Officer allows the Chief Executive Officer to focus on managing the daily operations of the business and enhances the Board of Directors’ independence from management, thus leading to better monitoring and oversight of management. The Board of Directors believes this structure best serves the interests of the Corporation and its stockholders.

The Corporation’s Corporate Governance Guidelines outline the responsibilities of the Chairman of the Board of Directors. Amongst other responsibilities, the duties of the Chairman of the Board of Directors include:

leading and overseeing the Board of Directors;

presiding at Board of Directors meetings and the annual meeting of stockholders;

developing the agenda for Board of Directors meetings in consultation with the Chief Executive Officer;

working with the Nominating and Corporate Governance Committee to oversee the annual evaluations of the Board of Directors;

serving as the principal liaison between the independent directors and the Chief Executive Officer and other members of management, provided that the Board of Directors also has full and unfettered access to the Chief Executive Officer and management;

~~advising and serving as a partner to the Chief Executive Officer;~~


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advising and serving as a partner to the Chief Executive Officer;

after reviewing with the Board of Directors, conducting the Chief Executive Officer’s annual performance review with the Chair of the Nominating and Corporate Governance Committee and conducting the Chief Executive Officer’s annual compensation discussion with the Chair of the Compensation Committee;

calling special meetings of stockholders and the Board of Directors as the Chairman of the Board of Directors deems appropriate;

meeting with the Chair of each committee in the first quarter of each year to discuss and set such committee’s goals and priorities for the year following the annual meeting of stockholders; and

serving as an advisor to management on investor relations matters as necessary and appropriate.

The Role of the Board of Directors in Risk Oversight

The Board of Directors and each of its committees have an active role in overseeing management of the Corporation’s risks. The Board of Directors regularly reviews information regarding the Corporation’s strategic, financial and operational risks and believes that evaluating how the executive team manages the various risks confronting the Corporation is one of its most important areas of oversight.

In carrying out this critical responsibility, the Board of Directors has established an Enterprise Risk Management Council consisting of our Chief Executive Officer, key members of the brand business units, risk management, quality assurance, legal, finance and internal audit functions within the Corporation. The Enterprise Risk Management Council assists the Board of Directors with the identification, assessment, management, and monitoring of risks inherent to the business of the Corporation and with risk management decisions pertaining to the Corporation’s practices and activities. The Enterprise Risk Management Council is led by the Corporation’s Executive Director of Risk Management, who reports regularly to the Audit Committee and the Board of Directors.

The Audit Committee assists the Board of Directors with oversight of the Corporation’s policies with respect to risk assessment and risk management. In addition, the Audit Committee oversees and evaluates the management of risks associated with accounting, auditing, financial reporting and internal controls over financial reporting, food safety, quality assurance and cybersecurity. The Audit Committee has chosen one committee member to act as the liaison between the Board of Directors and the Corporation’s risk management team regarding these processes. The Audit Committee assists the Board of Directors and the Chief Executive Officer in its oversight of the integrity of the Corporation’s financial statements, the Corporation’s compliance with legal and regulatory requirements, the performance, qualifications, and independence of the Corporation’s independent auditor and the performance of the Corporation’s internal audit function. The Audit Committee is responsible for reviewing and discussing the guidelines and policies governing the process by which senior management and the Corporation’s internal audit function assess and manage the Corporation’s exposure to risk, as well as the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Compensation Committee and the Nominating and Corporate Governance Committee also oversee risks within their respective areas of responsibility. The Compensation Committee oversees the management of risks relating to the Corporation’s compensation policies and practices. The Nominating and Corporate Governance Committee oversees the management of risks associated with the Board of Directors’ organization, membership and structure, corporate governance, the independence of members of the Board of Directors and assessment of the performance and effectiveness of each member of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports and management updates about such risks.

The Role of the Board of Directors in ESG Oversight

The Board of Directors and each of its committees have an active role in overseeing the Corporation’s environmental, social, and governance (“ESG”) strategy and risks, including climate risks. To assist the Board of Directors in carrying out this responsibility, the Corporation has established a management ESG Task Force, which is a cross-functional team consisting of


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members from the following functional areas: quality assurance, architecture and design, human resources, legal, risk management, finance, communications, brands, and international. Our management ESG Task Force also frequently engages and collaborates with our purchasing cooperative, an independent third-party entity. The Board of Directors receives regular reports from our management ESG Task Force.


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~~CORPORATE GOVERNANCE~~

The Nominating and Corporate Governance Committee reviews and oversees the Corporation’s actions on issues related to corporate social responsibility, sustainability (including climate change), philanthropy, and other matters associated with the Corporation’s participation as a global corporate citizen, as well as our political activities and contributions and other public policy issues. Additionally, the Nominating and Corporate Governance Committee has chosen one committee member to act as the liaison between the Board of Directors and the Corporation’s ESG Task Force regarding these matters. The Compensation Committee oversees and monitors progress of programs regarding the Corporation’s organizational culture, including diversity and inclusion. The Audit Committee reviews risk assessments from management with respect to food safety and quality assurance and cybersecurity.

ESG Report

The Corporation is committed to transparency and accountability regarding a wide range of ESG topics most relevant to our business and important to our stakeholders. We regularly engage with stockholders, stakeholders, and industry experts on these topics. In our ESG Report, which is available on our website, we include information regarding our strategy and goals relating to diversity, the environment, food safety and responsible sourcing, including animal welfare, among other topics. We intend to continue to publish ESG Reports on an annual basis.

Among the goals discussed in our ESG Report is our commitment to the use of cage-free eggs. We have committed to achieving 100% cage-free eggs by the end of 2025 and our percentage was 16% as of January 2022. The Corporation has continued to work with suppliers, stakeholders, and industry experts to evaluate whether we can accelerate the timing on our commitments, but thus far have not been able to commit to an acceleration of our previously announced roadmaps, as we confirmed in our 2021 ESG Report published in May 2022. The Company will provide another update in its 2022 ESG Report which is planned for publication in May 2023.

Director Independence

The NYSE rules require listed companies to have a board of directors with at least a majority of independent directors. The Board of Directors has had a majority of independent directors since the Corporation went public in 1991.

Under the NYSE rules, a director qualifies as “independent” if the Board of Directors affirmatively determines that the director has no material relationship with the Corporation (either directly or as a partner, stockholder or officer of an organization that has a material relationship with the Corporation). Based upon a review of the directors’ backgrounds and business activities, the Board of Directors has affirmatively determined that directors Howard M. Berk, ~~Susan M. Collyns,~~ Richard J. Dahl, Michael C. Hyter, Caroline W. Nahas, Douglas M. Pasquale, Martha C. Poulter, Matthew T. Ryan, Arthur F. Starrs, and Lilian C. Tomovich have no material relationships (other than service as a director on the Board of Directors) with the Corporation and therefore that they each qualify as independent. In addition, ~~Larry A. Kay,~~Susan M. Collyns, who is not standing for re-election, iswas considered independent. Further, based on a review of his background and business activities, the Board of Directors has affirmatively determined that director nominee Arthur F. Starrs has no material relationships with the Corporation and therefore that he would qualify as an independent director if elected.

~~In making its determination for Ms. Tomovich, the Board of Directors specifically considered the following:~~

Ms. Tomovich’s position as Chief Marketing Officer of the Consumer Banking Division of Barclays Bank and Barclays’ status as a lender under the Corporation’s whole business securitization financing structure. Aside from debt service payments and debt-related fees, the Corporation did not pay Barclays any amounts during 2022. The Corporation paid Barclays debt-related fees totaling $12,678.33 in 2022. The Board of Directors considered the facts that Ms. Tomovich works for the consumer bank at Barclays and not the investment bank, that Ms. Tomovich has recused and will continue to recuse herself from any consideration of services to the Corporation by Barclays while serving as a director, and that Ms. Tomovich’s compensation at Barclays is not affected by the Corporation’s transactions with Barclays. Additionally, the Board of Directors does not believe Ms. Tomovich has a material direct or indirect interest in the engagement or the services to be provided.

John W. Peyton, the Corporation’s Chief Executive Officer, does not qualify as an independent director.

Both the Sarbanes-Oxley Act of 2002 and the NYSE rules require the Board of Directors to have an audit committee comprised solely of independent directors, and the NYSE rules also require the Board of Directors to have a compensation committee and a nominating and corporate governance committee, each of which is comprised solely of independent directors. The Corporation is in compliance with these requirements.


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Codes of Conduct

The Corporation is committed to maintaining high standards of business conduct and corporate governance, which the Corporation considers essential to running its business efficiently, serving the Corporation’s stockholders well and maintaining the Corporation’s integrity in the marketplace. Accordingly, the Board of Directors has adopted a Global Code of Conduct, which applies to all directors, officers and employees of the Corporation. The Global Code of Conduct sets forth the fundamental principles and key policies that govern the way the Corporation conducts business, including workplace conduct, conflicts of interest, gifts and entertainment, political and community involvement, protection of corporate property, fair business practices, global relations and other laws and regulations applicable to the Corporation’s business.

In addition to the Global Code of Conduct, the Board of Directors has adopted a Code of Conduct for Non-Employee Directors, which serves as guidance to the Corporation’s non-employee directors on ethical issues including conflicts of interest, confidentiality, corporate opportunities, fair disclosure, protection and proper use of corporate assets, fair dealing, harassment and discrimination, and other laws and regulations applicable to the Corporation’s business.


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The Board of Directors has also adopted the Code of Ethics for the Chief Executive Officer and Senior Financial Officers. These individuals are expected to avoid actual or apparent conflicts between their personal and professional relationships and make full disclosure of any material transaction or relationship that could create or appear to create a conflict of interest to the General Counsel, who will inform and seek a determination from the Chair of the Audit Committee as to whether a conflict exists and the appropriate disposition of the matter. In addition, these individuals are expected to promote the corporate policy of making full, fair, accurate and understandable disclosure in all reports and documents filed with the SEC; report violations of the Code of Ethics to the General Counsel or the Chair of the Audit Committee; and request from the General Counsel any waivers of the Code of Ethics, which shall be publicly disclosed if required by applicable law.

Any waiver of any provision of the Global Code of Conduct or the Code of Ethics for Chief Executive Officer and Senior Financial Officers for any executive officer may be granted only by the Board of Directors. Any waiver of the Code of Conduct for Non-Employee Directors may be granted only by the disinterested directors of the Board of Directors or the Audit Committee, and any such waiver shall be promptly disclosed to the Corporation’s stockholders. The Board of Directors and the Audit Committee review whether such waivers are in the best interests of the Corporation and its stockholders, taking into account all relevant factors. In ~~2022,~~2023, there were no waivers of (a) the Global Code of Conduct for executive officers, (b) the Code of Ethics for Chief Executive Officer and Senior Financial Officers, or (c) the Code of Conduct for Non-Employee Directors.

The Corporation also maintains an ethics hotline to allow any employee to express a concern or lodge a complaint, confidentially and anonymously, about any potential violation of the Corporation’s Global Code of Conduct.

Copies of the Global Code of Conduct, the Code of Conduct for Non-Employee Directors and the Code of Ethics for Chief Executive Officer and Senior Financial Officers can be found in the Corporate Governance section of the Corporation’s website, http://www.dinebrands.com. In addition, printed copies of the codes of conduct are available at no charge upon request to the Secretary at Dine Brands Global, Inc., 10 West Walnut Street, 5^th Floor, Pasadena, California 91103, (866) 995-DINE. We will disclose any future substantive amendments to, or waivers granted to any officer from, the provisions of these ethics policies and standards on the Corporation’s website as promptly as practicable as may be required under applicable rules of the SEC or the NYSE.

Corporate Governance Guidelines

The Corporation has adopted corporate governance guidelines which can be found in the Corporate Governance section of the Corporation’s website, http://www.dinebrands.com. In addition, printed copies of the Corporation’s corporate governance guidelines are available at no charge upon request to the Secretary at Dine Brands Global, Inc., 10 West Walnut Street, 5^th Floor, Pasadena, California 91103, (866) 995-DINE.

Director Attendance at Meetings

Directors are expected to attend the Corporation’s Annual Meeting. All directors then in office attended the ~~2022~~2023 annual meeting of ~~stockholders, which was held in New York, except for Howard M. Berk, who was unable to attend due to an~~stockholders.


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~~unforeseen conflict.~~ The Board of Directors held ~~twelve~~four meetings during ~~2022.~~2023. During ~~2022,~~2023, each incumbent director attended 75% or more of the aggregate of the meetings of the Board of Directors and of the committees on which he or she served that were held during the period for which he or she served as a director.

Executive Sessions of Non-Management Directors

The NYSE rules require that the non-management directors of a listed company meet at regularly scheduled executive sessions without management. The Corporation’s non-management directors generally meet separately at regular meetings of the Board of Directors and committee meetings. The independent Chairman of the Board of Directors, Richard J. Dahl, presides during executive sessions of the Board of Directors.


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Communications with the Board of Directors

Stockholders and other interested persons wishing to communicate directly with the Board of Directors, the Chairman of the Board of Directors, any committee or chair of a committee, or any non-management director, individually or as a group, may do so by sending written communications appropriately addressed to the following address:

Dine Brands Global, Inc.

(or a particular subgroup or individual director)

c/o Office of the Secretary

10 West Walnut Street, 5^th Floor

Pasadena, California 91103

Each written communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. The Board of Directors has designated the Secretary of the Corporation as its agent to receive and review communications addressed to the Board of Directors, Chairman of the Board of Directors, any committee or chair of a committee, or any non-management director, individually or as a group. The Office of the Secretary will initially receive and process communications to determine whether it is a proper communication for the Board of Directors. If the envelope containing a communication that a stockholder or other interested person wishes to be confidential is conspicuously marked “Confidential,” the Secretary of the Corporation will not open the communication prior to forwarding it to the appropriate individual(s). Generally, any communication that is primarily commercial, offensive, illegal or otherwise inappropriate, or does not substantively relate to the duties and responsibilities of our Board of Directors, may not be forwarded.

Board of Directors Retirement Policy

The Corporation’s corporate governance guidelines provide that no person may stand for election to serve as a member of the Corporation’s Board of Directors if such person shall have reached the age of 76. However, upon the recommendation of the Nominating and Corporate Governance Committee, and upon approval by the Board of Directors, a person who has reached the age of 76 may be permitted to stand for election and, if elected, continue to serve on the Board of Directors. Exceptions to our retirement policy are expected to be reserved for special circumstances where the Board of Directors determines it is in the best interest of the Corporation and its stockholders to make such an exception.

Other Public Corporation Directorships

The Corporation’s corporate governance guidelines provide that directors should not serve on more than a total of four public corporation boards, inclusive of service on the Corporation’s Board of Directors. Directors who also serve as executives of the Corporation should not serve on more than a total of two public corporation boards, inclusive of service on the Corporation’s Board of Directors. The Nominating and Corporate Governance Committee has discretion to waive this guideline on a case-by-case basis if it determines that special circumstances warrant permitting a director to serve on more than the applicable number of public corporation boards allowed under the corporate governance guidelines.


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Certain Relationships and Related Person Transactions

The Corporation’s Global Code of Conduct provides that executive officers who encounter a potential or actual conflict of interest must fully disclose all facts and circumstances to the Corporation’s General Counsel, who will inform and seek a determination from the Audit Committee as to whether a conflict exists and the appropriate disposition of the matter. The Corporation’s Code of Ethics for Chief Executive and Senior Financial Officers provides that no senior officer may enter into any investment, accept any position or benefits, participate in any transaction or business arrangement or otherwise act in a manner that creates or appears to create a conflict of interest unless the senior officer makes full disclosure of all facts and circumstances to, and obtains the prior written approval of, the General Counsel, the Chair of the Audit Committee of the Board of Directors and/or the Board of Directors. The Corporation’s Code of Conduct for Non-Employee Directors provides that any director who becomes aware of any situation that involves, or reasonably may appear to involve, a conflict of interest with the Corporation must promptly bring it to the attention of the Corporation’s General Counsel or to the Chair of the Audit Committee. The Nominating and Corporate Governance Committee considers conflicts of interest in evaluating director nominees.


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The Board of Directors recognizes that transactions involving the Corporation and related parties present a heightened risk of conflicts of interest. The charter of the Audit Committee provides that it will review any related party transactions and, in doing so, consider the business rationale for the transaction and whether appropriate disclosures should be made. Since January 1, ~~2022,~~2023, there were no transactions between the Corporation and any related party of the type or amount required to be disclosed under Item 404 of Regulation S-K.

Board of Directors Committees and Their Functions

The Board of Directors has three standing committees, each of which operates under a written charter approved by the Board of Directors: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of these committees is an independent director in accordance with the NYSE listing standards and the applicable rules and regulations of the SEC.

The Audit Committee Charter, the Compensation Committee Charter, and the Nominating and Corporate Governance Committee Charter can be found in the Corporate Governance section of the Corporation’s website, http://www.dinebrands.com. Printed copies are also available at no charge upon request to the Secretary at Dine Brands Global, Inc., 10 West Walnut Street, 5^th Floor, Pasadena, California 91103, (866) 995-DINE.


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The chart below identifies directors who are members and chairs of each committee as of the date of this proxy statement, the principal functions of each committee and the number of meetings held by each committee during ~~2022.~~2023. The Board of Directors believes that committee rotation fosters the sharing of new perspectives and enables directors with diverse skills and experiences to focus on different areas of oversight. The Nominating and Corporate Governance Committee regularly considers committee rotation and makes recommendations to the Board of Directors as appropriate.


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Name of Committee and Membership		Principal Functions and Responsibilities
Audit Committee Douglas M. Pasquale, Chair* Howard M. Berk Susan M. Collyns (resigning as of March 31, 2024) Richard J. Dahl Martha C. Poulter Arthur F. Starrs Matthew T. Ryan (appointed as of March 1, 2024)		• Appoint and oversee the work of the independent auditor in preparing or issuing an audit report or performing other audit, review or attest services for the Corporation. • Review and discuss annual audited financial statements and quarterly financial statements, as well as Form 10-Ks and Form 10-Qs. Review and discuss earnings press releases and financial information and earnings guidance provided to analysts and rating agencies. • Discuss the Corporation’s policies with respect to risk assessment and risk management and review and evaluate the guidelines and policies developed and implemented by management with respect to risk assessment and risk management. Oversee and review with the Board of Directors risk and risk mitigation associated with the Committee’s purpose and areas of responsibility, including accounting, auditing, financial reporting and internal controls over financial reporting. Review and discuss with the Board of Directors, at least annually and at the Board of Directors’ request, issues relating to the assessment and mitigation of major financial risks affecting the Corporation.
Meetings in ~~2022~~2023		• Review risk assessments from management with respect to cybersecurity and oversee
~~Nine~~Ten Meetings		the Corporation’s cybersecurity risk management processes. Review risk assessments from management with respect to food safety and quality assurance. • Review the scope, progress and results of the internal audit program, including significant findings and recommendations and management’s responses. • Review the Corporation’s program to monitor compliance with the Corporation’s Global Code of Conduct. Review any requests for waivers. • Review and discuss the Corporation’s information technology program and overall trends in technology. • Prepare the report required by the rules of the SEC to be included in the Corporation’s annual proxy statement. • Review and approve all related party transactions (as defined under Item 404 of Regulation S-K and under the standards of the Public Company Accounting Oversight Board).

*Mr. Pasquale is considered an audit committee financial expert.


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Name of Committee and Membership		Principal Functions and Responsibilities
Compensation Committee Howard M. Berk, Chair Caroline W. Nahas Lilian C. Tomovich		• Review and approve the Corporation’s overall compensation philosophy and related compensation and benefits programs, policies and practices. • Review and recommend for approval by the Board of Directors equity incentive compensation and other stock-based plans. • Review and approve the performance goals and objectives for the Chief Executive Officer’s compensation and evaluate the Chief Executive Officer’s performance in light of these performance goals and objectives in order to determine and approve the Chief Executive Officer’s compensation package. Based on recommendations from the Chief Executive Officer, evaluate the performance of the other executive officers of the Corporation (which shall be the Corporation’s Section 16 officers under applicable SEC rules) and approve the compensation for such executive officers.
Meetings in ~~2022~~2023		• Review and approve changes to perquisites or other personal benefits provided
Six Meetings		to executive officers of the Corporation. • Review and approve a peer group of companies against which to compare the Corporation’s executive compensation. • Review compliance of each director and executive officer with the Corporation’s stock ownership guidelines and take any appropriate action in connection therewith. • Review and approve any severance or termination arrangements to be made with any executive officer of the Corporation. • Review the compensation for non-employee directors and recommend any changes for approval by the Board of Directors. • Oversee and review with the Board of Directors risk and risk mitigation associated with the Compensation Committee’s purpose and areas of responsibility, including with respect to the Corporation’s compensation policies and practices. In doing so, consider and confirm that the Corporation’s compensation policies and practices do not encourage unnecessary risk taking. • Assist the Board of Directors in developing and evaluating potential candidates for executive management positions, including the Chief Executive Officer, and oversee the development of executive succession plans. • Maintain visibility into, assist with the development of, and monitor progress of programs regarding the Corporation’s organizational culture, including diversity and inclusion. • Review and approve the Compensation Discussion and Analysis to be included in the Corporation’s annual proxy statement. • Review and approve the Corporation’s Policy on Recoupment of Incentive Compensation.


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Name of Committee and Membership		Principal Functions and Responsibilities
Nominating and Corporate Governance Committee Caroline W. Nahas, Chair Richard J. Dahl Michael C. Hyter ~~Larry A. Kay~~ Lilian C. Tomovich		• Oversee succession planning for the Board of Directors and consider the size and composition of the Board of Directors as a whole. Make appropriate recommendations regarding such matters to the Board of Directors for approval. • Identify and evaluate qualified director candidates, including any candidates validly nominated by the Corporation’s stockholders, and recommend director nominees for approval by the Board of Directors. • Determine the skills and qualifications required for directors and develop criteria to be considered in identifying and evaluating director candidates. In developing such criteria, the Committee should consider diversity of experience, skills, background, gender, race and ethnicity as important factors.
Meetings in ~~2022~~2023		• Consider the suitability of existing directors for continued service on the Board of
~~Five~~Four Meetings		Directors when his or her term expires and when he or she has a change in status, including changes to employment and outside board of directors service, and make appropriate recommendations regarding such matters to the Board of Directors for approval. • Develop and review the Corporation’s Corporate Governance Guidelines and recommend any changes to the Corporate Governance Guidelines for approval by the Board of Directors. • Consider and recommend for approval by the Board of Directors matters pertaining to committees of the Board of Directors, including with respect to structure, member qualifications, composition, committee chairs and committee reporting to the Board of Directors. • Consider and recommend for approval by the Board of Directors the Chairman of the Board of Directors. • Review the Code of Conduct for Non-Employee Directors and the Corporation’s Global Code of Conduct and recommend any changes for approval by the Board of Directors. • Oversee and review with the Board of Directors risk and risk mitigation associated with the Committee’s purpose and areas of responsibility, including Board of Directors’ organization, membership and structure, succession planning, director independence, Board of Directors effectiveness and other corporate governance matters. • Work with the Chairman of the Board of Directors to oversee the evaluation of the performance and effectiveness of the Board of Directors and each committee of the Board of Directors. • Coordinate annual corporate governance training for the Board of Directors. • Review and oversee the Corporation’s actions on issues related to corporate social responsibility, sustainability (including climate change), philanthropy, and other matters associated with the Corporation’s participation as a global corporate citizen. • Review and oversee the Corporation’s political activities and contributions and other public policy issues to ensure alignment with the Corporation’s long-term strategy and values.


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Board of Directors Nominations

The Nominating and Corporate Governance Committee considers various criteria in evaluating Board of Directors candidates, including: business experience, board of directors experience, skills, expertise, education, professions, backgrounds, diversity, personal and professional integrity, character, business judgment, business philosophy, time availability in light of other commitments, dedication, conflicts of interest, and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. In considering diversity, the Nominating and Corporate Governance Committee evaluates candidates with a broad range of expertise, experience, skills, professions, education, backgrounds and other board of directors experience. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, it considers diversity of race, gender and ethnicity as important factors in identifying directors who will bring diverse viewpoints, opinions and areas of expertise that will benefit the Board of Directors as a whole. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria in evaluating prospective nominees.

The Nominating and Corporate Governance Committee also considers whether a potential nominee would satisfy the NYSE’s criteria for director “independence,” the NYSE’s “accounting or related financial management expertise” standard and the SEC’s definition of “audit committee financial expert.”

Whenever a vacancy or potential vacancy exists on the Board of Directors due to expansion of the size of the Board of Directors or the resignation or retirement of an existing director, the Nominating and Corporate Governance Committee begins its process of identifying and evaluating potential director nominees. The Nominating and Corporate Governance Committee considers recommendations of members of the Board of Directors, management, stockholders and others. The Nominating and Corporate Governance Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including approving its fees and other retention terms.

The Nominating and Corporate Governance Committee conducted an evaluation and assessment of each director whose term expires in ~~2023~~2024 for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. Current director ~~Larry A. Kay~~Susan M. Collyns will be ~~retiring~~resigning from the Board of Directors effective as of ~~the Annual Meeting.~~March 31, 2024. In light of the ~~retirement~~resignation of ~~Mr. Kay,~~Ms. Collyns, the Nominating and Corporate Governance Committee engaged ~~an independent~~in a search ~~firm~~ to ~~assist it in evaluating~~evaluate potential director candidates, which is how ~~Arthur F. Starrs~~Matthew T. Ryan was ~~first~~ identified as a candidate. Following this search, the Nominating and Corporate Governance Committee conducted an evaluation and assessment of Mr. ~~Starrs~~Ryan for the purposes of determining whether to recommend him for nomination for election to the Board of Directors. The Nominating and Corporate Governance Committee determined to make a recommendation to the Board of Directors that Howard M. Berk, ~~Susan M. Collyns,~~ Richard J. Dahl, Michael C. Hyter, Caroline W. Nahas, Douglas M. Pasquale, John W. Peyton, Martha C. Poulter, Arthur F. Starrs and Lilian C. Tomovich be nominated for re-election to the Board of Directors and ~~Arthur F. Starrs~~Matthew T. Ryan be nominated for election to the Board of Directors. After reviewing the assessment results, the Board of Directors reviewed and accepted the Nominating and Corporate Governance Committee’s recommendation and has nominated Howard M. Berk, ~~Susan M. Collyns,~~ Richard J. Dahl, Michael C. Hyter, Caroline W. Nahas, Douglas M. Pasquale, John W. Peyton, Martha C. Poulter, Matthew T. Ryan, Arthur F. Starrs, and Lilian C. Tomovich for election to the Board of Directors.

Stockholder Nominations

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and will apply the same standards in considering director candidates recommended by stockholders that it applies to other candidates. Stockholders wishing to recommend director candidates for consideration by the Nominating and Corporate Governance Committee may do so by writing to the Secretary, giving the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee to serve if elected. Any stockholder who wishes to directly nominate a director candidate to stand for election at a meeting of stockholders must provide written notice that is timely and in proper form in accordance with the advance notice procedures provided in the Corporation’s Bylaws. For more information, please refer to the discussion under the heading “Proposals of Stockholders.”


16

~~2023~~2024 PROXY STATEMENT

DIRECTOR COMPENSATION

Generally, the Corporation does not pay directors who are also employees of the Corporation additional compensation for their service on the Board of Directors. Compensation for non-employee directors is comprised of a cash component and an equity component. Cash compensation for non-employee directors includes retainers for serving as a member of the Board of Directors and for serving as a member and/or chair of a Board of Directors committee and as the Chair of the Board of Directors.

During ~~2022,~~2023, non-employee directors were entitled to receive ~~$70,000~~$75,000 as an annual cash retainer for serving as a member of the Board of Directors. In addition, depending on their roles, non-employee directors were entitled to receive:

$125,000 as an annual retainer for the Chairman of the Board of Directors;

$15,000, $12,500, and $12,500, respectively, as an annual retainer for the chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee;

$12,500, $10,000, and $10,000, respectively, as an annual retainer for the members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee;

$1,500 per meeting beyond the eighth meeting of the Board of Directors attended for each director in a year; and

$1,500 per meeting beyond the eighth meeting attended for each director who serves on a standing committee that meets more than eight times per year.

The ~~2022~~2023 non-employee director compensation program ~~did not change as compared~~included an increase to the ~~2021~~ non-employee director ~~compensation program other than~~annual cash retainer from $70,000 to $75,000 and an increase in the ~~Board of Directors’ approval of a fee of $1,500 per meeting beyond the eighth meeting of the Board of Directors attended by a director in a year.~~annual equity retainer, as discussed further below, from $105,000 to $120,000.

The Corporation also reimburses each of the directors for reasonable out-of-pocket expenses incurred for attendance at Board of Directors and committee meetings and other corporate events.

Under the Corporation’s equity plan, non-employee directors may receive periodic grants of non-qualified stock options (“NQSOs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights (“SARs”) or performance unit awards. In March ~~2022,~~2023, equity awards valued at approximately ~~$105,000~~$120,000 in the form of RSUs were granted to each non-employee director under the Corporation’s 2019 Stock Incentive ~~Plan.~~Plan, as amended (the “2019 Stock Incentive Plan”). Consistent with the non-employee director compensation program, annual equity awards granted to non-employee directors cliff vest on the one-year anniversary of the date of grant. In the event a director retires from the Board of Directors after completing five years of service, all of the director’s then-outstanding RSUs will vest. To the extent the Corporation declares dividends, non-employee directors receive dividend equivalent rights in the form of additional RSUs in lieu of receiving cash dividends based upon the number of RSUs held by the director at the time of the dividend record dates. Dividend equivalent rights are ~~subject~~developed to the same vesting restrictions as the underlying RSUs.

Directors are eligible to defer up to 100% of their annual Board of Directors retainer and committee fees and equity awards pursuant to the Dine Brands Global, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”).

~~Effective January 1, 2023, the Board of Directors approved the following adjustments to director compensation: the annual cash retainer for~~ ~~non-employee~~ ~~directors was increased to $75,000 and the annual equity award was increased to a grant date fair value of $120,000.~~

Stock Ownership Guidelines

Non-employee directors are subject to stock ownership guidelines whereby each director is expected to hold the lesser of 7,000 shares of Common Stock or Common Stock with a value of at least five times the amount of the Board of Directors’ annual retainer (currently, ~~$350,000)~~$375,000). Directors are expected to meet the ownership guidelines within five years of joining the Board of Directors. Upon review by the Compensation Committee, ~~in 2022,~~as of November 2023, all directors met, were on track to meet, or exceeded the ~~ownership~~developed guidelines.


		17

~~2023~~2024 PROXY STATEMENT

DIRECTOR COMPENSATION

Director Compensation Table for ~~2022~~2023

The following table sets forth certain information regarding the compensation earned or paid in cash and stock awards granted to each non-employee director who served on the Board of Directors in ~~2022.~~2023. Mr. Peyton did not receive any additional compensation for his service as a director in ~~2022.~~2023. Please see the ~~2022~~2023 Summary Compensation Table for the compensation received by Mr. Peyton in his capacity as Chief Executive Officer.

Name
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)		Total ($)		Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)		Total ($)
Howard M. Berk
Howard M. Berk	113,000		120,053		233,053
Daniel J. Brestle(3)
Daniel J. Brestle(3)
Susan M. Collyns
Susan M. Collyns	90,500		120,053		210,553
Richard J. Dahl
Richard J. Dahl	225,500		120,053		345,053
Michael C. Hyter
Michael C. Hyter	85,000		120,053		205,053
Larry A. Kay
Larry A. Kay
Larry A. Kay⁽⁴⁾
Larry A. Kay⁽⁴⁾	30,797		120,053		150,850
Caroline W. Nahas
Caroline W. Nahas	107,500		120,053		227,553
Douglas M. Pasquale
Douglas M. Pasquale	105,500		120,053		225,553
Martha Poulter
Martha Poulter	87,000		105,050		192,050	90,500		120,053		210,553
Arthur F. Starrs⁽⁵⁾
Arthur F. Starrs⁽⁵⁾	65,625		75,992		141,617
Lilian C. Tomovich
Lilian C. Tomovich	95,000		120,053		215,053

(1)	Includes cash retainers for serving as a chair or member of the Board of Directors and its standing committees, as applicable.

(2)

These amounts reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 14 to the Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023 for information regarding assumptions underlying the valuation of equity awards.

~~(2)~~(3)

The following table sets forth the number of RSUs held by each non-employee director who served the Corporation during ~~2022~~2023 and which were outstanding at December 31, ~~2022.~~2023.


Name	Stock Awards Outstanding at December 31, ~~2022~~2023 (#)

Howard M. Berk		~~1,532~~

~~Daniel J. Brestle~~⁽³⁾		01,645

Susan M. Collyns		~~1,532~~1,645

Richard J. Dahl		~~1,532~~1,645

Michael C. Hyter		~~1,532~~1,645

Larry A. Kay⁽⁴⁾		~~1,532~~0

Caroline W. Nahas		~~4,437~~4,651

Douglas M. Pasquale		~~1,532~~1,645

Martha Poulter		~~1,532~~1,645

Arthur F. Starrs⁽⁵⁾		1,278

Lilian C. Tomovich		~~1,532~~1,645

~~(3)~~(4)

Mr. ~~Brestle~~Kay retired from the Board of Directors in May ~~2022.~~2023.

(5)	Mr. Starrs joined the Board of Directors in May 2023.


18

~~2023~~2024 PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding beneficial ownership of more than 5% of the outstanding shares of any class of the Corporation’s voting securities, which information is derived solely from certain SEC filings available as of March ~~17, 2023,~~15, 2024, as noted below. The percentages of Common Stock ownership have been calculated based upon ~~15,718,577~~15,453,001 shares of Common Stock outstanding as of March ~~17, 2023.~~15, 2024.








	Shares of Common Stock Beneficially Owned					Shares of Common Stock Beneficially Owned
Name and Address of Beneficial Owner
Name and Address of Beneficial Owner
Name and Address of Beneficial Owner
Name and Address of Beneficial Owner	Number			Percent		Number			Percent
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055		2,423,273	(1)		15.4%		2,542,390	⁽¹⁾		16.45%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		1,965,964	(2)		12.5%		1,941,171	⁽²⁾		12.56%
AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105
AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105
AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105
AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105		1,743,245	(3)		11.1%		1,744,854	⁽³⁾		11.29%
Allspring Global Investments Holdings, LLC 525 Market St., 10^th Fl. San Francisco, CA 94105
Allspring Global Investments Holdings, LLC 525 Market St., 10^th Fl. San Francisco, CA 94105
Allspring Global Investments Holdings, LLC 525 Market St., 10^th Fl. San Francisco, CA 94105
Allspring Global Investments Holdings, LLC 525 Market St., 10^th Fl. San Francisco, CA 94105		1,264,768	(4)		8.0%		1,221,470	⁽⁴⁾		7.90%

(1)

Based solely upon on a Schedule 13G/A filed with the SEC on January ~~26, 2023~~22, 2024 by BlackRock, Inc. reporting beneficial ownership as of December 31, ~~2022.~~2023. BlackRock, Inc. reported that it possessed sole power to vote or direct the vote with respect to ~~2,402,022~~2,515,311 of these shares and sole power to dispose or direct the disposition of ~~2,423,273~~2,542,390 of these shares.

(2)

Based solely upon on a Schedule 13G/A filed with the SEC on February ~~9, 2023~~13, 2024 by The Vanguard Group reporting beneficial ownership as of December 31, ~~2022.~~2023. The Vanguard Group reported that it possessed shared power to vote or direct the vote with respect to ~~31,405~~34,561 shares, sole power to dispose or direct the disposition of ~~1,920,019~~1,891,207 shares and shared power to dispose or to direct the disposition of ~~45,945~~49,964 of these shares.

(3)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, ~~2023~~2024 by AllianceBernstein L.P. reporting beneficial ownership as of December 31, ~~2022.~~2023. AllianceBernstein, L.P. reported that it possessed sole power to vote or direct the vote of ~~1,496,392~~1,505,515 of these shares and sole power to dispose or direct the disposition of ~~1,743,245~~1,744,854 of these shares.

(4)

Based solely upon a Schedule 13G/A filed with the SEC on January ~~13, 2023~~12, 2024 by (i) Allspring Global Investments Holdings, LLC (“AGIH”), (ii) Allspring Global Investments, LLC (“AGI”), and (iii) Allspring Funds Management, LLC (“AFM”) reporting beneficial ownership as of December 31, ~~2022.~~2023. AGIH reported that it possessed sole power to vote or direct the vote of ~~1,224,061~~1,181,772 shares and sole power to dispose or direct the disposition of ~~1,264,768~~1,221,470 shares. AGI reported that it possessed sole power to vote or direct the vote of ~~197,938~~181,329 shares and sole power to dispose or direct the disposition of ~~1,262,766~~1,220,199 shares. AFM reported that it possessed sole power to vote or direct the vote of ~~1,026,123~~1,000,443 shares and sole power to dispose or direct the disposition of ~~2,002~~1,271 shares.


		19

~~2023~~2024 PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

The following table sets forth, as of March ~~17, 2023,~~15, 2024, the beneficial ownership of the Corporation’s Common Stock, including shares as to which a right to acquire ownership exists within the meaning of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 60 days of March ~~17, 2023,~~15, 2024, of each director, each nominee for election as director, each named executive officer and all directors and executive officers of the Corporation, as a group. The percentages of ownership have been calculated based upon ~~15,718,577~~15,453,001 shares of Common Stock outstanding as of March ~~17, 2023.~~15, 2024.

Amount and Nature of
Beneficial Ownership

Name

Shares
Beneficially
Owned(1)

Unvested
Restricted
Shares(2)

Total Shares
Beneficially
Owned

Percent of Class

Total Shares
Beneficially
Owned(1)(2)

Percent of Class

Howard M. Berk

Susan M. Collyns

Richard J. Dahl

Michael C. Hyter

Larry A. Kay

Caroline W. Nahas

Douglas M. Pasquale

Martha C. Poulter

Matthew T. Ryan

Arthur F. Starrs

Lilian C. Tomovich

John W. Peyton

195,752

1.27%

Vance Y. Chang

Jay D. Johns

Tony E. Moralejo

Christine K. Son

All directors and executive officers as a group (15 persons)

394,822

86,433

481,255

3.03%

582,224

3.77%

*	Represents less than 1% of the outstanding shares of Common Stock.


20

~~2023~~2024 PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(1)

None of the shares have been pledged as security. Share amounts for each of the directors, each nominee for election as director, each named executive officer and for all directors and executive officers as a group include shares subject to stock options that are exercisable within 60 days of March ~~17, 2023,~~15, 2024, as follows:


Name		Shares Subject to Options

Howard M. Berk		—

Susan M. Collyns		—

Richard J. Dahl		27,000

Michael C. Hyter		—

~~Larry A. Kay~~		—

Caroline W. Nahas		—

Douglas M. Pasquale		—

Martha C. Poulter		—

Matthew T. Ryan		—

Arthur F. Starrs		—

Lilian C. Tomovich		—

John W. Peyton		~~47,834~~86,387

Vance Y. Chang		~~2,888~~7,673

Jay D. Johns		~~35,117~~44,475

Tony E. Moralejo		~~8,113~~10,973

Christine K. Son		~~30,827~~33,880

All directors and executive officers as a group (15 persons)		~~151,779~~210,388

Directors and certain executive officers also hold RSUs that are not included in the beneficial ownership table because vesting will not occur within 60 days of March ~~17, 2023.~~15, 2024. The amounts of RSUs held by non-employee directors as of December 31, ~~2022~~2023 are provided in the section of this proxy statement entitled “Director Compensation” and the amounts of RSUs held by executive officers are provided in the Outstanding Equity Awards at Fiscal Year-End Table.

(2)	Unvested RSAs are deemed beneficially owned because grantees of unvested RSAs under the Corporation’s equity compensation plans hold the sole right to vote such shares.

(3)	Includes unvested RSUs for Mr. Berk 1,602; Mr. Dahl 1,602; Mr. Kay 1,602; Ms. Nahas 1,602; Mr. Pasquale 1,602; and Ms. Tomovich 1,602. Each RSU represents a contingent right to receive one share of common stock. There are no voting rights associated with RSUs.

~~(4)~~

The amount for Mr. Berk does not include 740,545 shares of the Corporation’s Common Stock beneficially owned by Coral Rock Investments, L.P. MSD Capital, L.P. is the general partner of Coral Rock Investments, L.P. and may be deemed to beneficially own securities owned by Coral Rock Investments, L.P. Mr. Berk is a Senior Advisor of BDT & MSD Partners and may be deemed to beneficially own securities owned by MSD Capital, L.P. Mr. Berk disclaims beneficial ownership of the shares that may be deemed to be beneficially owned by MSD Capital, L.P., except to the extent of his pecuniary interest therein.

~~(5)~~

The amount for Mr. Dahl includes ~~46,169~~47,841 shares of Common Stock held by the Richard J. Dahl Revocable Living Trust dated 1/20/1995, of which Mr. Dahl serves as Trustee.

~~(6)~~

~~The amount for Mr. Kay includes 11,909 shares of Common Stock held by the IRA Trustee for the benefit of Mr. Kay.~~

~~(7)~~(4)

The amount for Mr. Pasquale includes ~~14,029~~15,572 shares of Common Stock held by the Pasquale Living Trust.


		21

~~2023~~2024 PROXY STATEMENT

DELINQUENT SECTION ~~16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~16(A) REPORTS

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires that the Corporation’s directors, executive officers and persons who own more than ten percent of the Corporation’s equity securities file reports of ownership and changes in ownership with the SEC. Based on its review of such reports and other information furnished by the directors and executive officers, the Corporation believes that all reports required to be filed pursuant to Section 16(a) of the Exchange Act were filed on a timely basis in ~~2022~~2023, except for one report ~~which was~~on Form 4 for each of Howard M. Berk, Richard J. Dahl, Michael C. Hyter, Larry A. Kay, Caroline W. Nahas, Douglas M. Pasquale, Martha C. Poulter, Lilian C. Tomovich, John W. Peyton, Vance Y. Chang, Allison Hall, Jay D. Johns, Tony E. Moralejo, and Christine K. Son, each filed on ~~September 13, 2022~~March 15, 2023, in connection with ~~vesting on September 1, 2022~~each such person’s annual grant of ~~RSUs granted to director Martha C. Poulter.~~restricted stock and options, as applicable.


22

~~2023~~2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on its review and discussion, the Compensation Committee recommended that the Board of Directors include the Compensation Discussion and Analysis in this proxy statement and the Corporation’s annual report on Form ~~10-K.~~10-K for the fiscal year ended December 31, 2023 for information regarding assumptions underlying the valuation of equity awards.

THIS REPORT IS SUBMITTED BY THE

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Howard M. Berk (Chair)

Caroline W. Nahas

Lilian C. Tomovich

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion provides an overview and analysis of the Corporation’s compensation programs and policies, the material compensation decisions made under those programs and policies with respect to the Corporation’s named executive officers (the “NEOs”) and the material factors that were considered in making those decisions. Following this Compensation Discussion and Analysis is a series of tables under the heading “Compensation Tables” containing specific data about the compensation earned by or granted to our NEOs in ~~2022.~~2023.

The following executive officers were NEOs in ~~2022:~~2023:

Chief Executive Officer, John W. Peyton;

Chief Financial Officer, Vance Y. Chang;

President of the Applebee’s Business Unit, ~~John C. Cywinski;~~Tony E. Moralejo;

President of the IHOP Business Unit, Jay D. Johns; and

Senior Vice President, Legal, General Counsel and Secretary, Christine K. Son.

~~Effective January 6, 2023, Mr. Cywinski resigned as President, Applebee’s Business Unit and Tony E. Moralejo became our President, Applebee’s Business Unit.~~

Executive Summary

~~2022~~2023 Fiscal Year Performance Highlightsand Link to Pay Decisions:

Our compensation decisions for ~~2022~~2023 were driven by our overarching goals of creating long-term stockholder value and linking pay with performance. Our ~~2022~~2023 performance was impacted by ~~the ongoing~~ ~~COVID-19~~ ~~pandemic, the inflationary environment,~~increased cost pressures, including rising costs for commodities, labor, health care and utilities and supply chain issues, each of which affected performance results. However, despite these headwinds, we delivered steady performance and continued to return capital to stockholders via dividends and buybacks. Highlights include the following:

Total ~~2022~~2023 revenues were ~~$909.4~~$831.1 million, compared to ~~$896.2~~$909.4 million for ~~2021.~~2022.

Consolidated adjusted EBITDA for ~~2022~~2023 was ~~$251.9~~$256.4 million, compared to ~~$253.3~~$251.9 million for ~~2021. Adjusted EBITDA is a performance measure used in our annual cash incentive plan.~~2022.

~~GAAP earnings per diluted share of $4.96 for 2022, compared to $5.66 for 2021.~~

•

Consolidated adjusted EBITDA is a performance measure used in our annual cash incentive plan. See Appendix A – Reconciliation of non-GAAP Financial Measures attached hereto for additional information regarding our calculation of Consolidated adjusted EBITDA.

Development activity by Applebee’s, IHOP and ~~IHOP~~Fuzzy’s franchisees for ~~2022~~2023 resulted in the opening of 6776 new restaurants and the closure of 3984 restaurants, a net ~~gain~~reduction of 288 restaurants.

~~Adjusted EBITDA for the Applebee’s Business Unit and IHOP Business Unit represented 101% and 97% of our incentive targets, respectively.~~


		23

~~2023~~2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

~~• Same-restaurant sales in our domestic~~Adjusted EBITDA for the Applebee’s Business Unit and IHOP ~~restaurants increased by 5.1%~~Business Unit represented 97% and ~~5.8%,~~164% of our incentive targets, respectively.

~~We completed the acquisition of Fuzzy’s Taco Shop, adding a new and growing category to our portfolio of brands.~~

We believe that the Corporation’s ~~2022~~2023 compensation results were commensurate with the Corporation’s performance in ~~2022,~~2023, demonstrating our commitment to a a pay-for-performance ~~philosophy.~~ philosophy.

The Corporation’s ~~2022~~2023 annual cash incentive plan paid out at approximately ~~94%~~83% of target for Dine Brands, ~~119%~~69% of target for the Applebee’s Business Unit and ~~66%~~89% of target for the IHOP Business Unit. The following chart shows the annual cash incentive plan payout for ~~2022~~2023 and ~~2021~~2022 for Dine Brands.

The cash LTIP plan for ~~2020-2022~~2021-2023 did not pay out based on our relative TSR performance at the ~~29.6~~27.6^th percentile relative to an index of publicly traded restaurant companies.

^†

For complete information regarding the Corporation’s ~~2022~~2023 performance, stockholders should read “Management’s Discussion and Analysis of Results of Operation and Financial Condition” and the audited consolidated financial statements and accompanying notes thereto contained in the Corporation’s ~~2022~~2023 annual report on Form 10-K filed with the SEC on ~~March 1, 2023,~~February 28, 2024, which is being made available to stockholders with this proxy statement.


24

~~2023~~2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

Compensation Policies, Practices and Risk Management

The Compensation Committee, along with the Chief Executive Officer, continually ~~assess~~assesses the Corporation’s compensation policies and practices to evaluate whether they remain aligned with the Corporation’s pay-for-performance culture, the creation of long-term stockholder value, effective risk management and strong governance practices.

The Compensation Committee believes that, through a combination of risk-mitigating features and incentives guided by relevant market practices and corporate-wide goals, our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on the Corporation. The Compensation Committee believes that appropriate safeguards are in place with respect to compensation policies and practices that assist in mitigating excessive risk-taking that could harm the value of the Corporation or reward poor judgment by the Corporation’s executives and other employees.

The Compensation Committee’s independent compensation consultant, Exequity LLP (“Exequity”), conducted a risk assessment in ~~2022~~2023 of the Corporation’s compensation policies and practices as they apply to all employees, including the NEOs. Exequity reviewed the design features and performance metrics of the Corporation’s cash and stock-based incentive programs along with the approval mechanisms associated with each and determined that the Corporation’s policies and practices were unlikely to create risks that are reasonably likely to have a material adverse effect on the Corporation.

The following actions, practices and policies are intended to provide for continued alignment with the Corporation’s principles and/or reduce the likelihood of excessive risk-taking:

Directors and officers of the Corporation are subject to stock ownership guidelines.

The Corporation’s compensation mix is balanced among fixed components such as salary and benefits, and variable compensation such as annual cash incentive payments and long-term incentive awards, including NQSOs, RSAs, and participation in the cash LTIP, which generally vest or are earned over three years.

The Corporation’s annual cash incentive plan and three-year cash LTIP both have capped payment opportunities and primarily reward achievement for different performance metrics. Further, performance under the cash LTIP is evaluated in a relative context against an index of restaurant companies traded on U.S.-based exchanges.

The Compensation Committee has ultimate authority to determine, and increase or decrease, if appropriate, compensation provided to the Corporation’s executive officers, including each of the NEOs.

The Compensation Committee annually undertakes a “tally sheet” analysis of total annual compensation and the total potential payout under various termination scenarios for the NEOs.

•

The Compensation Committee reviews Chief Executive Officer pay-for-performance alignment by evaluating the Chief Executive Officer’s compensation relative to the Corporation’s TSR performance over the last three years.

The Corporation maintains a Clawback Policy, which allows the Board of Directors to recoup incentive compensation in certain circumstances. See “Clawback Policy” for further details on the Corporation’s policy.

•

The Corporation maintains a Clawback Policy, which allows the Board of Directors to recoup incentive compensation in certain circumstances. In November 2023, the Corporation adopted a revised Clawback Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by NYSE. See “Clawback Policy” for further details on the Corporation’s policy.

•

All outstanding long-term incentive award agreements use a “double-trigger” definition for acceleration of vesting that requires both a change-in-control and a qualifying termination following such change-in-control.

All employees, including our NEOs, and the Board of Directors are subject to the Corporation’s Insider Trading Policy, which contains a prohibition on engaging in hedging and pledging transactions involving the Corporation’s securities.

•

The Compensation Committee has set the grant date for annual equity awards to be the close of business on the second full business day after our announcement of fiscal year-end earnings.

The Compensation Committee utilizes the services of an independent compensation consultant (who does not provide any other services to the Corporation) and has the authority to retain any advisor it deems necessary or advisable to fulfill its obligations.

The Corporation’s equity compensation plans do not permit repricing of previously granted stock options without stockholder approval.


		25

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

The Corporation has not authorized any guaranteed bonuses.

•

The Corporation does not provide tax “gross-ups” on severance payments or perquisites other than certain expenses related to relocation.


		25

~~2023 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

Overview of Executive Compensation Philosophy and Objectives

The Compensation Committee has structured the Corporation’s executive compensation programs to align with a compensation philosophy that is based on several objectives, including:

Instilling an ownership culture and linking the interests of the NEOs with those of the Corporation’s stockholders;

Paying for ~~performance;~~performance, using both absolute and relative metrics;

Rewarding executives for achievement of both annual and longer-term financial and key operating goals of the Corporation; and

Facilitating the attraction, motivation, and retention of highly talented, entrepreneurial, and creative executive leaders.

The Role of the Compensation Committee

Under its charter, the Compensation Committee has the sole authority to determine and approve compensation for the Corporation’s NEOs and other executive officers. In addition, the Compensation Committee, which is comprised solely of independent directors and reports regularly to the Board of Directors:

Reviews and approves compensation and benefits programs, including grants made pursuant to the Corporation’s equity compensation plans;

Oversees the Corporation’s executive compensation philosophy and strategy;

Oversees due diligence, deliberations, and reviews of executive compensation;

Maintains visibility into, assists with the development of, and monitors progress of programs regarding the Corporation’s organizational culture, including diversity and inclusion; and

Oversees risks related to the Corporation’s compensation practices.

The Compensation Committee is also responsible for reviewing the compensation for the members of the Board of Directors and submits any recommended changes for approval by the Board of Directors.

The Compensation Committee reviews the Corporation’s executive compensation plans throughout the fiscal year. Decisions concerning annual salary increases, the approval of annual cash incentives, the design and objectives of each year’s incentive plan and the granting of long-term incentive (“LTI”) awards are typically made in the first quarter of each fiscal year after a series of meetings among the Compensation Committee, its compensation consultant, and the Chief Executive Officer.

The general practice of the Compensation Committee has been to evaluate annually the performance of the Chief Executive Officer and the other executive officers and to approve compensation based on this evaluation. As it relates to the assessment of the Chief Executive Officer’s performance, the Chair of the Board of Directors and/or the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee discuss annual performance goals with the Chief Executive Officer and conduct an annual performance review and compensation discussion.

In addition, the Compensation Committee annually determines the compensation of the other executive officers based on evaluations of their respective performance.

Generally, the Chief Executive Officer provides input to the Compensation Committee in connection with its compensation deliberations except with regard to decisions concerning the Chief Executive Officer:

The Chief Executive Officer provides assessments of each NEO’s performance against specific objectives and overall contributions, potential future contributions, and retention risk;


26

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

Based on the assessment described above, as well as the market data provided by the Compensation Committee’s independent consultant, the Chief Executive Officer makes recommendations to the Compensation Committee regarding executive compensation for each of the other NEOs; and

In instances where new executives are hired, the Chief Executive Officer reviews available information regarding compensation provided at the executive’s current or former employer, internal benchmarking data, market data provided by the Compensation Committee’s independent consultant, skill set and qualifications, and makes recommendations for new executive pay packages to the Compensation Committee.


26

~~2023 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

The Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain or terminate a compensation consultant to assist in carrying out its responsibilities. Accordingly, during ~~2022,~~2023, the Compensation Committee directly engaged Exequity as its independent compensation consultant to provide objective and expert analyses, advice, and information with respect to executive compensation. In performing its services, Exequity interacted collaboratively with the Compensation Committee and with senior management at the direction of the Compensation Committee. In ~~2022,~~2023, Exequity performed the following services:

Provided executive compensation ~~benchmarking~~competitive market data (as described below);

Provided analysis and advice regarding annual incentive plan design;

Provided analysis and advice regarding LTI plan design;

Provided analysis and advice regarding executive severance arrangements;

•

Responded to other requests including conducting a Chief Executive Officer pay-for-performance analysis, a compensation risk assessment, peer group analysis, a stock ownership guidelines analysis, and advising on various governance and regulatory developments; and

Advised on compensation for executive officers.

Exequity did not provide any additional services to the Corporation during ~~2022~~2023 beyond those provided in the capacity of independent compensation consultant to the Compensation Committee. The Compensation Committee has assessed the independence of Exequity pursuant to the rules of the SEC and concluded that Exequity’s work for the Compensation Committee does not raise any conflicts of interest.

Compensation ~~Benchmarking~~Competitive Market Data and Peer Group

The Corporation uses a peer group of restaurant and hospitality companies and compensation surveys for different ~~benchmarking~~market comparisons, including base salary, target annual cash incentive, LTI awards and total direct compensation opportunity (“TDCO”). The Compensation Committee, with input from ~~its independent compensation consultant~~Exequity and management, periodically reviews its peer group (the “NEO Peer Group”) for the purpose of evaluating executive compensation.

The Corporation’s highly franchised business model is uncommon among its peer group. The majority of the peer companies have a significant number of company-owned restaurants, with only 7seven of our 1716 current peers having more than 85% of their locations franchised. We believe our significantly franchised business model (more than 99% franchised as of fiscal year end ~~2022)~~2023) requires less capital investment and general and administrative overhead, generates higher gross profit margins and reduces the volatility of adjusted free cash flow performance as compared to owning more company-operated restaurants. In acknowledging the structural differences, the Compensation Committee considers a variety of metrics in evaluating the NEO Peer Group, which includes but is not limited to revenues, system-wide sales, EBITDA, market capitalization and enterprise value. As compared to the NEO Peer Group, as of December 31, ~~2022,~~2023, the Corporation ranked in the first quartile in revenues (due to our franchise structure), market capitalization and enterprise value and the second quartile in ~~EBITDA, market capitalization and enterprise value.~~EBITDA. The NEO Peer Group consists of companies in the Corporation’s industry and companies with similar business models in related industries that the Compensation Committee believes to approximate the Corporation’s general labor market for top executive talent.


		27

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

The NEO Peer Group used for evaluating ~~2022~~2023 compensation decisions consisted of the companies set forth below. The NEO Peer Group listed below is the same peer group that was used to evaluate ~~2021~~2022 compensation ~~decisions except for the removal of Dunkin’ Brands Group, Inc. due to its acquisition by Inspire Brands in December 2020.~~decisions.


• Bloomin’ Brands Inc.	• Dave & Buster’s Entertainment, Inc.	• Ruth’s Hospitality Group, Inc.⁽¹⁾
• BJ’s Restaurants, Inc.	• Denny’s Corporation	• Shake Shack Inc.
• Brinker International, Inc.	• Jack in the Box Inc.	• Texas Roadhouse, Inc.
• The Cheesecake Factory Incorporated	• Papa John’s International, Inc.	• The Wendy’s Company
• Choice Hotels International, Inc.	• Red Robin Gourmet Burgers, Inc.	• Wingstop Inc.
• Cracker Barrel Old Country Store, Inc.		• Wyndham Hotels and Resorts, Inc.


⁽¹⁾		27

Ruth’s Hospitality Group, Inc. was acquired by Darden Restaurants, Inc. in June 2023. Ruth’s Hospitality Group, Inc. was used to evaluate 2023 ~~PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~compensation decisions (prior to its acquisition) but has subsequently been removed from our NEO Peer Group for evaluating 2024 compensation decisions.

The NEO Peer Group was the primary data source considered by the Compensation Committee when reviewing total pay levels of the NEOs. The Compensation Committee also considered broader compensation data from published salary surveys, which provided general industry pay data on executive positions from thousands of representative companies with sales, geographic locations, and jobs similar to ours.

The Role of Say on Pay Votes and Stockholder Outreach Efforts

The Corporation provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (say on pay). In addition to receiving overall feedback on the Corporation’s compensation programs as part of the annual say on pay proposal, the Board of Directors and management are committed to regular engagement with our stockholders to solicit views and input on important topics including executive compensation. The Corporation incorporates stockholder feedback into its compensation and governance policies as it deems appropriate. At the Corporation’s annual meeting of stockholders held in May ~~2022,~~2023, approximately ~~94.5%~~94.8% of the votes cast on the say on pay proposal were voted in favor of the proposal approving the compensation of the NEOs as disclosed in the ~~2022~~2023 proxy statement. The Compensation Committee believes that the Corporation’s approach to executive compensation is reasonable considering market conditions and is consistent with the Corporation’s pay-for-performance philosophy and overarching goal of creating long-term stockholder value and the Compensation Committee did not make any changes to the Company’s ~~2022~~2023 executive compensation program in response to the ~~2022~~2023 say on pay results.

In addition to direct feedback from the Corporation’s stockholders, the Compensation Committee will continue to consider the outcome of the Corporation’s say on pay votes when making future compensation decisions for its NEOs.

Elements of the Compensation Program for NEOs

The Corporation’s executive compensation program for NEOs generally consists of the following components:

•

Base Salary. Base salaries are designed to attract and retain talented executives and to provide a competitive and stable component of income.

•

Annual Cash Incentives under the Annual Incentive Plan. Annual cash incentives provide a competitive incentive opportunity for achieving financial performance and operational objectives over an annual performance period. ~~Generally, no payouts~~Payouts are made ~~under the~~in accordance with annual incentive plan ~~unless these objectives are achieved.~~achievements.

•

LTI Awards. LTI awards are composed of NQSOs, RSAs, and the cash LTIP, excluding one-time equity awards made in connection with hiring, retention, or other non-standard circumstances. Each of the annual LTI components is vested or earned over a three-year period to provide ongoing alignment with stockholders’ interests based on the Corporation’s future stock price performance. NQSOs provide value to the executive only if the Corporation’s stock price increases above the grant date price. The value of RSAs increases or decreases with changes in the Corporation’s stock price. The cash LTIP provides only partial payment ~~only~~ if the Corporation’s TSR performance is at or above the 3325^rdth percentile of that of a group of publicly-traded restaurant companies over a three-year performance ~~period.~~period, and only provides full payment if the Corporation’s TSR performance is at or above the 50^th percentile of the same group.

•

Benefits and Other Compensation. Benefits and other compensation programs are provided to protect executive health and safety and provide flexibility and efficiencies that facilitate executive productivity.


28

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

The Compensation Committee’s compensation strategy is comprised of a TDCO for each NEO which is defined as base salary, target annual cash incentive and the grant date fair market value of annual LTI awards.

Base Salary

Annual Cash

Incentive

Long-Term Incentive

Total Direct
Compensation
Opportunity

The TDCO for each NEO is generally set by using a holistic approach that considers various individual factors as well as relevant benchmark data. Such individual factors include performance, experience level, criticality, scarcity of skill set, internal equity, and external competitiveness. Rather than striving for a single market reference point, the Compensation Committee believes that this broader holistic approach provides appropriate flexibility in tailoring award opportunities.


28

~~2023 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

The TDCO for ~~2022,~~2023, as reviewed and approved by the Compensation Committee for the NEOs on February 15, ~~2022,~~2023, is listed in the following table. TDCO differs from the total compensation amounts reported in the ~~2022~~2023 Summary Compensation Table in that it includes the base salary and target annual cash incentive opportunity in effect following such approval, while the ~~2022~~2023 Summary Compensation Table includes the amounts actually earned. Further, TDCO does not include amounts set forth in the “All Other Compensation” column of the ~~2022~~2023 Summary Compensation Table nor does it include one-time equity awards made in connection with hiring, retention, or other non-standard circumstances. In addition, TDCO includes the value of the target opportunity under the cash LTIP grant at the time it is awarded whereas the ~~2022~~2023 Summary Compensation Table includes the actual value earned, if any, based upon performance under the cash LTIP after the completion of the three-year performance period.

~~2022~~2023 Total Direct Compensation Opportunity*

Name

2022
Base
Salary
($)

2022 Annual Cash
Target Incentive
($)

2022 Long-
Term
Incentive
($)

2022 Total
Direct Compensation
Opportunity
($)

2023
Base
Salary
($)

2023 Annual Cash
Target Incentive
($)

2023 Long-
Term
Incentive
($)

2023 Total
Direct Compensation
Opportunity
($)

John W. Peyton

Vance Y. Chang

John C. Cywinski

Tony E. Moralejo

Jay D. Johns

Christine K. Son

*(1)	~~Excludes special incentive RSUs granted during 2022, which are described below.~~Effective July 1, 2023, Mr. Peyton’s 2023 Annual Cash Target Incentive increased from 100% of his 2023 Base Salary to 150% of his 2023 Base Salary, resulting in a 2023 Annual Cash Target Incentive of 125% for 2023.

A significant portion of executive pay has been structured to be contingent on satisfying pre-established performance goals and increasing stockholder value. For the CEO, ~~82%~~83% of ~~2022~~2023 TDCO, and for non-CEO NEOs, an average of ~~76%~~68% of ~~2022~~2023 TDCO was linked to performance and/or increasing stockholder value.

See the section entitled “Compensation Decisions Made in ~~2022”~~2023” in this proxy statement for additional information regarding the elements of compensation for NEOs.

~~The chart below illustrates the 2022 pay mix for the CEO and the 2022 average pay mix for the NEOs other than the CEO:~~


		29

~~2023~~2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

The chart below illustrates the 2023 pay mix for the CEO and the 2023 average pay mix for the NEOs other than the CEO:

LOGO

Compensation Decisions Made in ~~2022~~2023

Annual Base Salaries

In setting annual base salaries, the Compensation Committee generally considers ~~benchmarking~~market data derived from a review of the proxy statement disclosures of the NEO Peer Group, published compensation surveys and, in the case of the NEOs other than the Chief Executive Officer, recommendations and assessments of the performance of the individual NEOs by the Chief Executive Officer. The Compensation Committee uses the market data to establish points of reference to determine whether and to what extent it is establishing competitive levels of compensation for the NEOs. In February ~~2022,~~2023, the Compensation Committee set annual base salaries for ~~2022~~2023 as follows:

Name
Name
Name
Name	2021 Base Salary($)		2022 Base Salary($)		Percentage Increase			2022 Base Salary($)		2023 Base Salary($)		Percentage Increase
John W. Peyton
John W. Peyton
John W. Peyton
John W. Peyton		1,000,000		1,000,000		n/a			1,000,000		1,000,000		n/a
Vance Y. Chang
Vance Y. Chang
Vance Y. Chang
Vance Y. Chang		500,000		510,000		2.0	%		510,000		530,400		4.0	%
John C. Cywinski
John C. Cywinski
John C. Cywinski
John C. Cywinski		692,000		750,000		8.4	%
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo		453,440		600,000		32.32	%
Jay D. Johns
Jay D. Johns
Jay D. Johns
Jay D. Johns		600,000		750,000		25.0	%		750,000		750,000		n/a
Christine K. Son
Christine K. Son
Christine K. Son
Christine K. Son		450,000		468,000		4.0	%		468,000		500,000		6.84	%

~~The base salary~~Mr. Moralejo’s increase ~~for~~is the result of being promoted to President, Applebee’s Business Unit on January 6, 2023. Prior to January 6, 2023, Mr. ~~Johns~~Moralejo served as President, International and ~~Mr. Cywinski were based on individual performance,~~Global Development of the ~~Compensation Committee’s assessment of both internal and external market competitiveness, and alignment of compensation across business units.~~Corporation.


30

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

Performance- and Stock-Based Compensation

Annual Cash Incentives

In early ~~2022,~~2023, the Compensation Committee approved the ~~2022~~2023 Annual Incentive Plan to reward executive officers whose performance meets or exceeds the Corporation’s expectations, to provide incentives for excellent future performance that contributes to the Corporation’s success and profitability and to serve as a means by which eligible participants may share in the Corporation’s financial success.

Pursuant to the ~~2022~~2023 Annual Incentive Plan, the target annual cash incentive amount for each of the NEOs is established as a percentage of base salary based on the participant’s level in the management structure and on market competitiveness. The ~~2022~~2023 threshold, target, and maximum payout amounts for each NEO are provided in the Grants of Plan-Based Awards in ~~2022~~2023 table. The ~~2022~~2023 threshold, target, and maximum percentages of base salary for each of the NEOs under the Corporation’s ~~2022~~2023 Annual Incentive Plan were as follows:

Name
Name
Name
Name	Threshold as Percentage of Base Salary			Target as Percentage of Base Salary			Maximum as Percentage of Base Salary			Threshold as Percentage of Base Salary			Target as Percentage of Base Salary			Maximum as Percentage of Base Salary
John W. Peyton
John W. Peyton
John W. Peyton
John W. Peyton		50	%		100	%		200	%		50	%		125.21	%⁽¹⁾		250.42	%
Vance Y. Chang
Vance Y. Chang
Vance Y. Chang
Vance Y. Chang		37.5	%		75	%		150	%		37.5	%		75	%		150	%
John C. Cywinski
John C. Cywinski
John C. Cywinski
John C. Cywinski		45	%		90	%		180	%
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo		45	%		90	%		180	%
Jay D. Johns
Jay D. Johns
Jay D. Johns
Jay D. Johns		45	%		90	%		180	%		45	%		90	%		180	%
Christine K. Son
Christine K. Son
Christine K. Son
Christine K. Son		30	%		60	%		120	%		30	%		60	%		120	%

(1)	Effective July 1, 2023, Mr. Peyton’s 2023 Annual Cash Target Incentive increased from 100% of his 2023 Base Salary to 150% of his 2023 Base Salary, resulting in a 2023 Annual Cash Target Incentive of 125% for 2023.

Decisions regarding the threshold, target and maximum incentive percentages were made in consultation with Exequity and after consideration of the NEO Peer Group and survey data mentioned above and the desired TDCO pay mix. ~~In 2022,~~Effective July 1, 2023, the Compensation Committee increased the target annual cash incentive as a percentage of base salary for Mr. ~~Cywinski~~Peyton from ~~85%~~100% to ~~90%~~150% (but did not increase his base salary), ~~and Mr. Johns from 80% to 90%~~applicable on a prorated basis for the remainder of the 2023 fiscal year, based on the Compensation Committee’s assessment of internal and external market competitiveness.

Following such ~~adjustments,~~adjustment, the Compensation Committee believes the incentive targets to be generally consistent with incentive opportunities at the NEO Peer Group companies for similarly-situated executives.


30

The 2023 ~~PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

~~The 2022~~ annual cash incentive for the NEOs is based on a combination of Dine Brands, IHOP Business Unit, and Applebee’s Business Unit adjusted EBITDAs, same-restaurant sales, traffic, and net development. This performance goal mix was a change from the ~~2021~~2022 annual cash incentive program, which focused exclusively on adjusted EBITDA performance in order to continue to drive an emphasis on delivering profitable results through the adjusted EBITDA metric and also incentivize the growth of our business through the use of same-restaurant sales and net development metrics.

The Compensation Committee ~~included~~maintained adjusted EBITDA as a performance measure because it believes adjusted EBITDA appropriately incentivizes the business units on items specifically within their control. The Corporation defines adjusted EBITDA as net income or loss, adjusted for the effect of closure and impairment charges, interest charges, income tax provision or benefit, depreciation and amortization, non-cash stock-based compensation, gain or loss on disposition of assets, other non-income-based taxes and other items deemed not reflective of current operations.

The Compensation Committee utilized same restaurant sales and net development in order to encourage the brands to drive improved sales figures and increase the restaurant counts in their systems. “Same-restaurant sales” is a growth performance indicator used by the Corporation and the restaurant industry and provides a measure of the change in restaurant sales by comparing the sales performance of the same restaurants from period to period. “Net development” is a growth performance indicator measuring the number of new restaurant starts during the fiscal year, less any restaurant closings. Net development for each business unit includes only restaurants for the applicable business unit, and net development for Dine Brands reflects global development for all brands. “Traffic” is a growth performance indicator used by the Corporation and the restaurant industry and provides a measure of the change in the number of guests visiting restaurants by comparing the number of guests visiting the same restaurants from period to period. Based on traffic performance, the same-restaurant sales metric is increased or decreased by up to 20% for a given measurement period.


		31

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

All metrics were set after consideration of the business environment at the time the metrics were approved and the Corporation’s forward-looking strategic plan. Such business environment was influenced by supply chain and inflationary pressures, ~~as well as lingering effects~~including rising costs for commodities, labor, health care and ~~uncertainty related to the~~ ~~COVID-19~~ ~~pandemic.~~utilities. The Compensation Committee believed at the time that the performance targets were rigorous, yet achievable, and established levels designed to be challenging such that attainment of the targeted amounts was not assured at the time they were set and would require a high level of effort and execution to attain them.

These targets were set in the first quarter of ~~2022.~~2023. Results for Dine Brands and each of Applebee’s and IHOP, and resulting bonus payout percentages, were as presented in the below table.

The table below outlines the annual cash incentive metrics and weighting for each of the NEOs for ~~2022:~~2023:

Name

Dine Brands
Adjusted
EBITDA
IHOP
Business Unit
Adjusted EBITDA
Applebee’s
Business Unit
Adjusted
EBITDA

Dine
Brands
Same-
Restaurant
Sales
IHOP
Business Unit
Same-
Restaurant
Sales
Applebee’s
Business
Unit
Same-
Restaurant
Sales

Dine Brands
Net
Development
IHOP
Business Unit
Net
Development
Applebee’s
Business
Unit
Net
Development
John W. Peyton
60 % — — 20 % — — 20 % — —
Vance Y. Chang
60 % — — 20 % — — 20 % — —
John C. Cywinski
30 % — 30 % — — 20 % — — 20 %
Jay D. Johns
30 % 30 % — — 20 % — — 20 % —
Christine K. Son
60 % — — 20 % — — 20 % — —


		31

~~2023 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~



Name	Dine brands Adjusted EBITDA			IHOP Business Unit Adjusted EBITDA			Applebee’s Business Unit Adjusted EBITDA			Dine Brands Same- Restaurant Sales			IHOP Business Unit Same- Restaurant Sales			Applebee’s Business Unit Same- Restaurant Sales			Dine Brands Net Development			IHOP Business Unit Net Development			Applebee‘s Business Unit Net Development			Dine Brands Traffic			IHOP Business Unit Traffic			Applebee’s Business Unit Traffic

John W. Peyton		50	%		—			—			15	%		—			—			20	%		—			—			15	%		—			—

Vance Y. Chang		50	%		—			—			15	%		—			—			20	%		—			—			15	%		—			—

Tony E. Moralejo		25	%		—			25	%		—			—			15	%		—						20	%		—			—			15	%

Jay D. Johns		25	%		25	%		—			—			15	%		—			—			20	%		—			—			15	%		—

Christine K. Son		50	%		—			—			15	%		—			—			20	%		—			—			15	%		—			—

The threshold, target and maximum payout levels for the performance metrics are illustrated in the table below.

Metric
Metric
Metric
Metric	Threshold				Target				Maximum				Actual Result				Percentage of Target Achieved			Payout Percentage of Target for Metric
Metric	Threshold					Target					Maximum					Actual Result				Percentage of Target Achieved				Payout Percentage of Target for Metric
Dine Brands Adjusted EBITDA
Dine Brands Adjusted EBITDA
Dine Brands Adjusted EBITDA
Dine Brands Adjusted EBITDA	$	219.8			$	249.8			$	274.8			$	251.6				101	%		100	%
Dine Brands Adjusted EBITDA (millions)
Dine Brands Adjusted EBITDA (millions)
Dine Brands Adjusted EBITDA (millions)
Dine Brands Adjusted EBITDA (millions)
Dine Brands Adjusted EBITDA (millions)		$	216.9				$	246.5	*			$	271.2				$	256.4				104.0	%			140.8	%
IHOP Business Unit Adjusted EBITDA
IHOP Business Unit Adjusted EBITDA
IHOP Business Unit Adjusted EBITDA
IHOP Business Unit Adjusted EBITDA	$	143.8			$	163.4			$	179.7			$	159.3				97	%		88	%
IHOP Business Unit Adjusted EBITDA (millions)
IHOP Business Unit Adjusted EBITDA (millions)
IHOP Business Unit Adjusted EBITDA (millions)
IHOP Business Unit Adjusted EBITDA (millions)
IHOP Business Unit Adjusted EBITDA (millions)		$	142.0				$	159.6				$	175.6				$	169.8				106.4	%			163.7	%
Applebee’s Business Unit Adjusted EBITDA
Applebee’s Business Unit Adjusted EBITDA
Applebee’s Business Unit Adjusted EBITDA
Applebee’s Business Unit Adjusted EBITDA	$	111.9			$	127.2			$	139.9			$	128.0				101	%		100	%
Applebee’s Business Unit Adjusted EBITDA (millions)
Applebee’s Business Unit Adjusted EBITDA (millions)
Applebee’s Business Unit Adjusted EBITDA (millions)
Applebee’s Business Unit Adjusted EBITDA (millions)
Applebee’s Business Unit Adjusted EBITDA (millions)		$	106.9				$	120.1	*			$	132.1				$	119.4				99.4	%			97.4	%
IHOP Same Restaurant Sales
IHOP Same Restaurant Sales
IHOP Same Restaurant Sales
IHOP Same Restaurant Sales		8	%			12.5	%			16	%			5.7	%			46	%		0	%
IHOP Same Restaurant Sales Growth
IHOP Same Restaurant Sales Growth
IHOP Same Restaurant Sales Growth
IHOP Same Restaurant Sales Growth
IHOP Same Restaurant Sales Growth			2.0	%				3.3	%				4.6	%				2.9	%			87.9	%			84.5	%
Applebee’s Same Restaurant Sales
Applebee’s Same Restaurant Sales
Applebee’s Same Restaurant Sales
Applebee’s Same Restaurant Sales		(1	%)			2.5	%			5	%			5.1	%			206	%		200	%
Applebee’s Same Restaurant Sales Growth
Applebee’s Same Restaurant Sales Growth
Applebee’s Same Restaurant Sales Growth
Applebee’s Same Restaurant Sales Growth
Applebee’s Same Restaurant Sales Growth			2.0	%				3.3	%				4.6	%				0.6	%			18.2	%			0.0	%
IHOP Net Development
IHOP Net Development
IHOP Net Development
IHOP Net Development
IHOP Net Development		41				65				81				41				63	%		50	%			45			90	115	(3	)	n/a	0.0	%
Applebee’s Net Development
Applebee’s Net Development
Applebee’s Net Development
Applebee’s Net Development		(18	)			(2	)			14				(4	)			200	%		94	%
Applebee’s Net Development			(20	)				(12	)				0					(33	)			n/a				0.0	%
Dine Brands Net Development
Dine Brands Net Development
Dine Brands Net Development
Dine Brands Net Development		61				125				173				90				85	%		69	%
Dine Brands Net Development			76					170					277					(42	)			n/a				0.0	%
Applebee’s Traffic**
Applebee’s Traffic**
Applebee’s Traffic**
Applebee’s Traffic**
Applebee’s Traffic**
IHOP Traffic**
IHOP Traffic**
IHOP Traffic**
IHOP Traffic**
IHOP Traffic**
Payout as a Percentage of an Executive’s Target
Payout as a Percentage of an Executive’s Target
Payout as a Percentage of an Executive’s Target
Payout as a Percentage of an Executive’s Target		50	%			100	%			200	%			—				—			—
Payout as a Percentage of an Executive’s Target

*	Adjusted EBITDA Targets for 2023 for Dine Brands and Applebee’s were each set lower than Actual Results achieved in 2022 primarily due to the refranchising of 69 company-operated Applebee’s units in October 2022.

**	Applebee’s Traffic and IHOP Traffic, account for, in each case, 15% of the potential 2023 Annual Incentive Plan payout and are being excluded as such information is competitively sensitive and not otherwise disclosed by the Company.


32

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

The amounts in the table below represent the annual cash incentives paid to each of the NEOs pursuant to the ~~2022~~2023 Annual Incentive Plan and are calculated by multiplying the NEO’s year-end base salary by the target percentage of base salary and by the percentage of incentive target achieved.

Name
Name
Name
Name
Name	Base Salary		Target as Percentage of Base Salary			Percentage of Incentive Target Achieved			Annual Cash Incentive Paid		Base Salary	Target as Percentage of Base Salary	Percentage of Incentive Target Achieved	Annual Cash Incentive Paid
John Peyton
John Peyton
John Peyton
John Peyton	$	1,000,000		100	%		93.75	%	$	937,500
John Peyton
Vance Chang
Vance Chang
Vance Chang
Vance Chang	$	510,000		75	%		93.75	%	$	358,594
Vance Chang
John C. Cywinski
John C. Cywinski
John C. Cywinski
John C. Cywinski	$	750,000		90	%		118.75	%	$	801,563
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo
Jay D. Johns
Jay D. Johns
Jay D. Johns
Jay D. Johns
Jay D. Johns	$	750,000		90	%		66.25	%	$	447,187
Christine K. Son
Christine K. Son
Christine K. Son
Christine K. Son	$	468,000		60	%		93.75	%	$	263,250
Christine K. Son

(1)	Effective July 1, 2023, Mr. Peyton’s 2023 Annual Cash Target Incentive increased from 100% of his 2023 Base Salary to 150% of his 2023 Base Salary, resulting in a 2023 Annual Cash Target Incentive of 125% for 2023.

Long-Term Incentive or LTI Awards

The Compensation Committee grants each of the NEOs a blend of NQSOs, RSAs, and cash LTIP awards. The NQSOs vest in equal installments over a three-year period and are exercisable for up to a maximum of ten years. The RSAs vest in equal installments over a three-year period, and the cash LTIP payout is based on relative TSR against an index of primarily publicly-traded restaurant companies over a three-year performance period. NQSOs have value to the executive only if the Corporation’s stock price increases over the price on the date of grant and the value of RSAs fluctuates with changes in the Corporation’s stock price.

The Compensation Committee believes that this mix of long-term incentives appropriately balances an emphasis on absolute and relative stock price performance and aligns the compensation of our NEOs with the long-term interests of stockholders. The LTI awards are comprised of the mix of award vehicles noted in the below table. The Compensation Committee believes this weighting provides a balanced strategy among stockholder alignment, executive retention, risk, and performance.

   RSAs NQSOs Cash LTIP
CEO
   40 % 30 % 30 %
Other NEOs
   50 % 25 % 25 %


32

~~2023 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~



	RSAs	NQSOs	Cash LTIP

CEO	40%	30%	30%

Other NEOs	50%	25%	25%

The cash LTIP cycles provide for payment between zero and 200% of the target award based on the Corporation’s relative TSR performance over a three-year performance period. The relative TSR performance targets are depicted below:



	Relative TSR Ranking at End of Performance Period		Percentage of Target Relative TSR Units Earned

No Payout		< 3325^rdth Percentile of the Index		0%

Threshold		3325^rdth Percentile of the Index		50%

Target		50^th Percentile of the Index		100%

Maximum		80^th Percentile of the Index		200%

The Committee also may grant, and from time to time has granted, performance-vesting restricted stock to the NEOs, which typically have vested at the end of a three-year period in an amount determined by pre-established company performance metrics.

The Compensation Committee considered a range of factors in setting the value to be awarded to the NEOs, including assessments of individual performance, the potential contributions that each NEO could be expected to make in the future, each NEO’s TDCO, LTI awards previously granted to certain NEOs, the size of awards provided to other individuals holding similar positions in the NEO Peer Group, survey data considered by the Compensation Committee, the number of shares which remained available for issuance under the 2019 Stock Incentive Plan and overall accounting expense associated with ~~the awards.~~

The table below summarizes the grant date value of the annual long-term incentive awards made in 2022 (additional detail regarding long-term incentive awards granted in 2022 can be found in the Grants of Plan-Based Awards in 2022 table in this proxy statement):

Name
   Stock Options    Restricted Stock    Cash LTIP at Target    Total Long-Term
Incentive Opportunity
John W. Peyton
   $ 1,050,001    $ 1,400,058    $ 1,050,000    $ 3,500,059
Vance Y. Chang
   $ 150,014    $ 300,012    $ 150,000    $ 600,026
John C. Cywinski(1)
   $ 250,013    $ 500,021    $ 250,000    $ 1,000,034
Jay D. Johns
   $ 250,013    $ 500,021    $ 250,000    $ 1,000,034
Christine K. Son
   $ 137,519    $ 275,064    $ 137,500    $ 550,083

~~(1)~~

~~Mr. Cywinski is not entitled to the unvested portions of these awards due to his resignation in January 2023.~~

~~The Total Long-Term Incentive Opportunity in the table above represents the~~ ~~on-going~~ ~~annual award values granted to each NEO and excludes the value of any special~~ ~~one-time~~ ~~long-term incentive awards.~~

~~In March 2022, Mr. Chang, Mr. Cywinski, Mr. Johns, and Ms. Son also received a special incentive award of performance-based RSUs as set forth below:~~

Name
   Performance-
Based RSUs    Grant date Stock
Price    Target Long-Term
Incentive Opportunity
Vance Y. Chang
   4,281    $ 70.08    $ 300,012
John C. Cywinski
   7,135    $ 70.08    $ 500,021
Jay D. Johns
   7,135    $ 70.08    $ 500,021
Christine K. Son
   3,925    $ 70.08    $ 275,064


		33

~~2023~~2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

~~This special grant of performance-based RSUs, which vest based on attainment of certain stock price targets that are successively more difficult to achieve, was made to drive NEO alignment with~~ the stock price appreciation aspect of shareholder return. It was also intended to drive additional retentive capacity at a time of a tightening market for executive talent. These equity awards were granted toawards. In 2023, Mr. Chang and Ms. Son each NEO other than the CEO and were granted in an amount equal to the annual RSA grant for such NEO and will vest on the third anniversary of the grant date, subject to the achievement of the performance criteria and the recipient’s continued service with the Corporation through such date. The stock price hurdles with respect to these performance-contingent awards range from $115 to $150. The stock price on the date of grant was $70.08. As of December 31, 2022, none of the stock price hurdles tied to these equity awards was satisfied.

~~Also in March 2022, Mr. Cywinski~~ received a one-time ~~special grant of 14,270 RSAs with a grant-date~~increase in the value of ~~approximately $1,000,000. This special~~their restricted stock awards of $250,000 and $200,000, respectively, related to their contributions in the acquisition of Fuzzy’s Taco Shop.

The table below summarizes the grant ~~was intended to drive additional retentive capacity and was scheduled to vest on March 4, 2025. Mr. Cywinski is not entitled to vest~~date value of the annual long-term incentive awards made in ~~these RSAs due to his resignation~~2023 (additional detail regarding long-term incentive awards granted in ~~January 2023.~~2023 can be found in the Grants of Plan-Based Awards in 2023 table in this proxy statement):



Name	Stock Options			Restricted Stock			Cash LTIP at Target			Total Long-Term Incentive Opportunity

John W. Peyton		$	1,050,021		$	1,400,029		$	1,050,000		$	3,500,050

Vance Y. Chang		$	212,522		$	425,060		$	212,500		$	850,082

Tony E. Moralejo		$	150,035		$	300,060		$	150,000		$	600,095

Jay D. Johns		$	250,021		$	500,075		$	250,000		$	1,000,096

Christine K. Son		$	187,534		$	375,075		$	187,500		$	750,109

~~2020—2022~~2021—2023 Cash LTIP Payout

Demonstrating the Corporation’s pay-for-performance philosophy and the direct link between pay and the Corporation’s stock price performance, the cash LTIP payout as a percentage of target, which is determined based on the Corporation’s TSR performance relative to all other restaurant companies traded on U.S.-based exchanges, has varied significantly over the past three performance periods. Performance and payouts under the ~~2020-2022~~2021-2023 performance period and prior performance periods were as follows:

Performance Period
Performance Period
Performance Period
Performance Period
Performance Period	Dine Brands TSR			Restaurant Index Percentile Rank			Payout as a percentage of target award			Dine Brands TSR			Restaurant Index Percentile Rank			Payout as a percentage of target award
2018 — 2020
2018 — 2020
2018 — 2020
2018 — 2020
2018 — 2020		26.2	%		63.6	^th		134.0	%
2019 — 2021
2019 — 2021
2019 — 2021
2019 — 2021
2019 — 2021		18.4	%		42.7	^th		78.5	%*		18.40	%		42.7	^th		78.5	%
2020 — 2022
2020 — 2022
2020 — 2022
2020 — 2022
2020 — 2022		(18.9	)%		29.6	^th		0	%*		(18.9	)%		29.6	^th		0	%
2021 — 2023
2021 — 2023
2021 — 2023
2021 — 2023
2021 — 2023		(23.13	)%		27.6	^th		0	%*

For the ~~2020-2022~~2021-2023 cash LTIP cycle, the Corporation’s TSR performance achieved a percentile rank of ~~29.6~~27.6^th percentile relative to the companies included in the index of publicly-traded restaurant companies during the three-year performance ~~period.~~period, which is below the 33% threshold set for this cycle. The amounts in the table below represent the target cash LTIP incentive and actual amounts paid to the participating NEOs pursuant to the ~~2020-2022~~2021-2023 cash LTIP.

Name
Name
Name
Name	2020 -2022 Target Award		2020 - 2022 Payout (0% of Target)		2021 - 2023 Target Award		2021 - 2023 Payout (0% of Target)
John C. Cywinski
John C. Cywinski
John C. Cywinski
John C. Cywinski	$	330,000	$	0
John W. Peyton
John W. Peyton
John W. Peyton
John W. Peyton	$	1,155,000	$0
Vance Y. Chang
Vance Y. Chang
Vance Y. Chang
Vance Y. Chang	$	198,000	$0
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo
Tony E. Moralejo	$	99,000	$0
Jay D. Johns
Jay D. Johns
Jay D. Johns
Jay D. Johns	$	247,500	$	0	$	297,000	$0

*	~~Messrs. Peyton and Chang joined the Company and~~ Ms. Son was promoted after the ~~2020~~2021 cash LTIP grants and, accordingly, did not participate in the ~~2020-2022~~2021-2023 cash LTIP cycle.


34

~~2023~~2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

Stock Ownership Guidelines

The Corporation maintains robust stock ownership guidelines that are intended to further the Compensation Committee’s objectives of aligning the financial interests of its executives with those of the Corporation’s stockholders. The stock ownership guidelines call for each NEO to accumulate a minimum number of shares equal in value to a specific multiple of their base salary. For purposes of the guidelines, stock ownership includes Common Stock owned directly, in-the-money value of exercisable NQSOs, RSAs, and stock-settled RSUs that are not subject to performance goals that have not been achieved. The types and amounts of stock-based awards are intended, in part, to facilitate the accumulation of sufficient shares by the Corporation’s executives to allow them to meet the stock ownership guidelines.

The Compensation Committee annually reviews each NEO’s progress towards meeting the stock ownership guidelines. The Compensation Committee has informed management that it may reduce or choose not to grant future stock-based compensation to any executive who fails to make reasonable progress towards meeting the stock ownership goals within five years after becoming subject to the guidelines. Based upon its November ~~2022~~2023 review of each NEO’s equity holdings in the Corporation, the Compensation Committee determined that each NEO met, exceeded, or was on schedule to meet the applicable guideline.

The following table sets forth the stock ownership and goals of each of the continuing NEOs:

Name
   Guideline as a
Multiple of Base Salary    Holdings as a
Multiple of Base Salary(1)    Guideline Status
John W. Peyton(2)
   6    5.9    On Schedule
Vance Y. Chang(3)
   4    2.2    On Schedule
Jay D. Johns(4)
   4    1.9    On Schedule
Christine K. Son
   2    3.1    Meets Guideline

~~(1)~~

Name	~~Based upon holdings in the shares~~	Guideline as a Multiple of ~~Common Stock and the~~ Base Salary	~~one-year~~Guideline Status ~~average daily price per share of Common Stock from November 24, 2021 to November 23, 2022.~~

John W. Peyton⁽¹⁾		6		On Schedule

Vance Y. Chang⁽²⁾		4		On Schedule

Jay D. Johns⁽³⁾		4		On Schedule

Tony E. Moralejo⁽⁴⁾		4		On Schedule

Christine K. Son		2		Meets Guideline

~~(2)~~(1)

Mr. Peyton has until January 4, 2026 to meet his stock ownership guideline.

~~(3)~~(2)

Mr. Chang has until June 14, 2026 to meet his stock ownership guideline.

~~(4)~~(3)

Mr. Johns has until June 13, 2024 to meet his stock ownership guideline.

(4)	Mr. Moralejo has until January 6, 2028 to meet his stock ownership guideline.

Clawback Policy

ToIn November 2023, the ~~extent permitted~~Corporation adopted a revised Clawback Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by ~~governing law, in~~NYSE to implement the ~~event~~compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The revised Clawback Policy provides that ~~(i)~~if the Corporation is required to ~~make a material restatement of~~restate its financial ~~statements as a result~~results due to material noncompliance with any financial reporting requirement under the federal securities laws, the Corporation will recoup from each current and former “executive officer” (within the meaning of ~~fraudulent behavior or material intentional misconduct on the part of the Corporation’s current or former (a) Chief Executive Officer, (b) executive officers subject to Section 16~~Rule 10d-1 of the Exchange Act or (c) other executive officers who report directly to the Chief Executive Officer and (ii) any incentive compensation was paid to any of these individuals based upon achievement of certain financial results and in reliance upon the financial statements to be restated, then the Board of Directors may, in its sole discretion and upon making a determination that it would be in the best interestAct), of the Corporation ~~to do so, direct~~or a subsidiary of the Corporation ~~to make reasonable efforts to seek reimbursement of~~ any ~~such~~erroneously awarded incentive compensation, ~~paid within the past three years from the date of the restatement~~subject to ~~the extent it exceeds the amounts that would have been earned under the restated financial statements.~~limited exceptions. This policy ~~shall~~will apply in addition to any right of recoupment against the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or other applicable law or regulation. The ~~Company~~revised Clawback policy is inattached as Exhibit 97 to the ~~process of reviewing its clawback policy and will modify~~Corporation’s 2023 annual report on Form 10-K for the ~~policy~~fiscal year ended December 31, 2023, as ~~necessary to reflect~~filed with the ~~final NYSE listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.~~


		35

~~2023 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

SEC on February 28, 2024.

Hedging and Pledging Restrictions

Under the Corporation’s Insider Trading Policy, all officers, employees, and directors of the Corporation are prohibited from engaging in short sales of the Corporation’s common stock or in taking positions on the Corporation’s publicly traded call and put options or otherwise using financial instruments to engage in hedging transactions to lock in the value of the Corporation’s securities by preventing a decrease and/or increase in value.


		35

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

Employment Agreements and Change-in-Control Provisions

Employment Agreements

The Corporation enters into employment agreements with certain executives when it determines that an employment agreement is desirable for the Corporation to obtain a measure of assurance as to the executive’s continued employment in light of prevailing market competition for the particular position held by the executive officer, or where the Compensation Committee determines that an employment agreement is necessary and appropriate to attract an executive in light of market conditions, the prior experience of the executive or practices at the Corporation with respect to other similarly situated employees. As of March 9, 2022, Mr. Cywinski’s employment agreement was amended and restated and Mr. Johns entered into an employment agreement with the Corporation. The Compensation Committee approved the terms of the agreements for Messrs. Cywinski and Johns after considering individual performance, the Compensation Committee’s assessment of both internal and external market competitiveness, and alignment of employment terms across business units.

As of December 31, ~~2022,~~2023, each of Mr. Peyton, Mr. Chang, ~~Mr. Cywinski,~~ and Mr. Johns was a party to an employment agreement with the Corporation. Each employment agreement provides for an initial employment term of three years. Mr. Peyton’s employment agreement further provides for automatic successive one-year extensions at the end of such term unless the Corporation or the executive gives notice to the contrary more than 90 days prior to the expiration of the then-current term of the agreement. The Corporation may terminate any employment agreement at any time, with or without cause upon written notice to the executive. The employment agreements provide for base salaries, target annual cash incentive opportunities as a percentage of base salary and certain other perquisites and benefit programs. The employment agreements do not contain multi-year incentive guarantees or tax gross-ups. The employment agreements contain confidentiality, trade secrets, discoveries, and non-solicitation provisions.

Mr. Cywinski’s employment agreement terminated with his resignation, effective as of January 6, 2023. In connection with his resignation, Mr. Cywinski did not receive any severance benefits under his employment agreement or otherwise from the Corporation.

Ms. Son is party to an employment offer letter with the Corporation, effective as of March 16, 2021. Mr. Moralejo is party to an employment offer letter with the Corporation, effective as of January 6, 2023.

Under certain termination scenarios, the employment agreements may provide for severance payments, benefits continuation and vesting of outstanding equity-based awards. See “Potential Payments Upon Termination or Change in Control” in this proxy statement for additional information about severance arrangements, including projected severance payment amounts, pursuant to the employment agreements.

Amended and Restated Executive Severance and Change in Control Policy

As of December 31, ~~2022,~~2023, Ms. Son and Mr. Moralejo participated in the Corporation’s Amended and Restated Executive Severance and Change in Control Policy. This policy was amended, effective January 1, 2022, to modify the policy to increase the level of severance benefits with the incorporation of the NEO’s target bonus in the cash severance amount and to provide for equity vesting in connection with certain terminations of employment. The Compensation Committee approved the amended and restated policy after considering market data and the input of Exequity. This amended and restated policy is intended to increase the retention of the senior leadership team and to provide severance benefits under specified circumstances to certain individuals who are in a position to contribute materially to the success of the Corporation. These arrangements also are intended to facilitate changes in the leadership team by setting terms for the termination of an executive officer in advance, thereby allowing a smooth transition of responsibilities when it is in the best interests of the Corporation. Under certain termination scenarios, the policy may provide for severance payments, benefits continuation and vesting of certain outstanding equity-based awards. The policy does not provide for tax gross-ups. See “Potential Payments Upon Termination or Change in Control” in this proxy statement for additional information about severance arrangements, including projected severance payment amounts, pursuant to the Amended and Restated Executive Severance and Change in Control Policy.


36

~~2023 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

Nonqualified Deferred Compensation Plan

Pursuant to the Deferred Compensation Plan, all NEOs are eligible to defer their base salaries, annual cash incentives, and long-term incentive plan cash distributions. Deferrals are always 100% vested. This plan provides the NEOs with a long-term capital accumulation opportunity. The Deferred Compensation Plan provides a range of investment opportunities and is designed to comply with Section 409A of the Internal Revenue Code (the “Code”). See ~~“2022~~“2023 Nonqualified Deferred Compensation” in this proxy statement for additional information.

Perquisites

The Corporation provided all ~~2022~~2023 NEOs with limited perquisites as part of a competitive total compensation package. The Compensation Committee annually reviews the perquisites provided to the NEOs and approves those personal benefits or perquisites that it deems to be in the Corporation’s best interest in order to induce executives to maintain or accept employment with us.


36

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION

Annual Physicals. Each NEO is entitled and expected to have an annual physical provided at the Corporation’s cost.

Automobile Allowances. The Corporation pays each of the NEOs an automobile allowance.

Supplemental Life Insurance. The Corporation provides supplemental life insurance for each of the NEOs in addition to paying for life insurance for all eligible employees. NEOs are provided $900,000 in life insurance under the Corporation’s group policy.

Supplemental Disability Insurance. The Corporation provides supplemental disability insurance for each of the NEOs in addition to paying for disability insurance for all eligible employees. The coverage for each NEO generally provides for a benefit equal to 60% of pre-disability earnings subject to a maximum of $25,000 per month.

Tax Preparation Reimbursement. The Corporation may provide tax preparation reimbursement for certain NEOs who are required to file tax returns in multiple states as a result of their employment with the Corporation. The benefit is taxable to the NEO and is intended to encourage the NEO to engage knowledgeable experts to assist with tax preparation.

Restaurant Dining Expenses. The Corporation reimburses each of the NEOs for amounts spent dining at Applebee’s, IHOP and ~~IHOP~~Fuzzy’s restaurants.

Other. On a case-by-case basis, the Corporation may provide other perquisites to certain executives from time to time.

See the ~~2022~~2023 Summary Compensation Table for additional details on these perquisites.


		37

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

Compensation tables and accompanying notes and disclosures for all NEOs are set forth below.

~~2022~~2023 Summary Compensation Table

The following ~~2022~~2023 Summary Compensation Table and accompanying notes set forth information concerning compensation earned by each of the Corporation’s NEOs for the fiscal year ended December 31, ~~2022,~~2023, and, to the extent required under applicable SEC disclosure rules, the fiscal years ended December 31, ~~2021~~2022 and ~~2020.~~2021.

Name & Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(2)

Non-Equity
Incentive
Plan
Compensation
($)

All Other
Compensation
($)(3)

Total
($)

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(2)

Non-Equity
Incentive
Plan
Compensation
($)

All Other
Compensation
($)(3)

Total
($)

John Peyton

Chief Executive Officer

Vance Chang

Chief Financial Officer

John C. Cywinski

Tony Moralejo

President, Applebee’s Business Unit

Jay D. Johns

President, IHOP Business Unit

Christine K. Son

Senior Vice President,

(1)

The amounts reported in this column for ~~2022~~2023 represent the aggregate grant date fair value related to the RSAs that were granted as part of the ~~2022~~2023 LTI award ~~the special incentive performance-based RSUs granted to certain NEOs and the retentive award granted to Mr. Cywinski, in each case,~~ computed in accordance with FASB ASC Topic 718 and, in the case of the performance-based RSUs, based on the probable level of achievement of the underlying performance goals. Under FASB ASC Topic 718, the vesting conditions related to the performance-based RSUs granted to each of the NEOs other than Mr. Peyton are considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the performance-based RSUs granted to each NEO other than Mr. Peyton that could be calculated and disclosed based on achievement of the underlying market condition.718. The amounts in the “Stock Awards” column for prior years include the aggregate grant date fair value related to stock awards granted in each of the years shown, computed in accordance with FASB ASC Topic ~~718.~~718 and, in the case of performance-based RSUs, based on the probable level of achievement of the underlying performance goals as of the date of grant. See Note 14 to Consolidated Financial Statements in the Corporation’s annual reports on Form 10-K for the years ended 2023, 2022 ~~2021~~ and ~~2020,~~2021, and for information regarding assumptions underlying the valuation of equity awards granted in 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively.

(2)

The amounts in the “Option Awards” column for 2023, 2022, ~~2021,~~ and ~~2020~~2021 represent the aggregate grant date fair value related to option awards granted in each of such years, computed in accordance with FASB ASC Topic 718. See Note 14 to Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the years ended 2023, 2022, ~~2021,~~ and ~~2020~~2021 for information regarding assumptions underlying the valuation of equity awards granted in 2023, 2022, ~~2021,~~ and ~~2020.~~2021.

(3)	The amounts in “All Other Compensation” for ~~2022~~2023 include amounts paid or reimbursed for the following:

Name

Taxable
Fringe

($)

Auto
Allowance
and
Expenses
($)

401(k) Plan
Contributions
($)

Dine Brands
Restaurant
Dining
Expenses
($)

Life and
Disability
Insurance
Premiums

($)

Annual
Physical
Exam
($)

Total

($)

Taxable
Fringe

($)

Auto
Allowance
and
Expenses
($)

401(k) Plan
Contributions
($)

Dine Brands
Restaurant
Dining
Expenses
($)

Life and
Disability
Insurance
Premiums

($)

Annual
Physical
Exam
($)*

Total

($)

John W. Peyton

Vance Y. Chang

John C. Cywinski

Tony E. Moralejo

Jay D. Johns

Christine K. Son

Total

*	For healthcare privacy reasons, the Corporation allocated the same annual physical exam cost to each officer listed in this table during 2023.


38

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

(4)	Represents Mr. Peyton’s sign-on bonus which was repayable upon voluntary termination of employment within two years from date of hire.

(5)	Includes the grant date fair value associated with special sign-on RSUs ~~RSUs~~ awarded to Mr. Peyton valued at $3,096,478.

(6)	Includes the grant date fair value associated with special sign-on stock ~~stock~~ options awarded to Mr. Peyton valued at $884,704.

~~(7)~~

~~Includes the grant date fair value associated with~~ ~~sign-on~~ ~~RSAs awarded to Mr. Chang valued at $800,090.~~

~~(8)~~

Includes the incremental value of $572,384 attributable to the modification of Mr. Cywinski’s special retention award originally granted in December 2018 to extend the performance and service-based vesting periods.

~~(9)~~

~~Includes the grant date fair value associated with special recognition RSAs awarded to Ms. Son valued at $249,955 in connection with her promotion to SVP, Legal, General Counsel and Secretary.~~

Grants of Plan-Based Awards in ~~2022~~2023

The following table provides information with respect to the plan-based awards granted by the Compensation Committee to the NEOs. Plan-based awards include annual incentive plan awards under the Corporation’s ~~2022~~2023 Annual Incentive Plan (“AIP”), RSAs, NQSOs and cash LTIP awards under the 2019 Stock Incentive ~~Plan as well as the performance-based RSUs granted to each of the NEOs other than the CEO during 2022 and Mr. Cywinski’s special retention award.~~Plan. For additional information on the performance objectives and determination of threshold, target, and maximum payouts for these awards, see the section entitled “Performance- and Stock-Based Compensation” in the Compensation Discussion and Analysis section of this proxy statement.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

Equity
Incentive
Plan
Awards
(#)
All Other
Stock
Awards:
Number of
Shares or
Stock
Units
(#)(2)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)

Exercise
or Base
Price of
Option
Awards
($/Share)

Grant Date

Fair Value
of Stock and
Option
Awards
($)(4)
Name /
Type of Award
Grant
Date Approval
Date Threshold
($) Target
($) Maximum
($)
John Peyton

  AIP
— 500,000 1,000,000 2,000,000 — — — — —
  LTIP
— 525,000 1,050,000 2,100,000 — — — — —
  NQSO
3/4/2022 2/16/2022 — — — — — 31,595 70.08 1,050,001
  RSA
3/4/2022 2/16/2022 — — — — 19,978 — — 1,400,058
Vance Chang

  AIP
— 191,250 382,500 765,000 — — — — —
  LTIP
— 75,000 150,000 300,000 — — — — —
  RSA
3/4/2022 2/16/2022 — — — — 4,281 — — 300,012
  RSU
3/4/2022 2/16/2022 — — — 4,281 — — — 300,012
  NQSO
3/4/2022 2/16/2022 — — — — — 4,514 70.08 150,014
John C. Cywinski(5)

  AIP
—   2/16/2022 191,250 382,500 765,000 — — — — —
  LTIP
— 2/16/2022 125,000 250,000 500,000 — — — — —
  RSA
3/4/2022 2/16/2022 — — — — 14,270 (6) — — 1,000,042
  RSA
3/4/2022 2/16/2022 — — — — 7,135 — — 500,021
  NQSO
3/4/2022 2/16/2022 — — — — — 7,523 70.08 250,013
  RSU
3/4/2022 2/16/2022 — — — 7,135 — — — 500,021
Jay D. Johns

  AIP
— — 191,250 382,500 765,000 — — — —
  LTIP
— 125,000 250,000 500,000 — — — —
  RSA
    3/4/2022 2/16/2022 — — — — 7,135 — — 500,021
  RSU
3/4/2022 2/16/2022 — — — 7,135 — — — 500,021
  NQSO
3/4/2022 2/16/2022 — — — — — 7,523 70.08 250,013
Christine Son

  AIP
— — 140,400 280,800 561,600 — — — — —
  LTIP
— — 68,750 137,500 275,000 — — — — —
  RSA
3/4/2022 2/16/2022 — — — — 3,925 — — 275,064
  RSU
3/4/2022 2/16/2022 3,925 — — — 275,064
  NQSO
3/4/2022 2/16/2022 — — — — — 4,138 70.08 137,519


		39

~~2023 PROXY STATEMENT~~

~~COMPENSATION TABLES~~


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Equity Incentive Plan Awards (#)		All Other Stock Awards: Number of Shares or Stock Units (#)(2)		All Other Option Awards: Number of Securities Underlying Options (#)(3)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Name / Type of Award	Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)		Equity Incentive Plan Awards (#)						Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)(4)
John Peyton
AIP		—				626,050		1,252,100		2,504,200		—		—		—		—		—
LTIP		—				525,000		1,050,000		2,100,000		—		—		—		—		—
NQSO		3/3/2023		2/15/2023		—		—		—		—		—		28,113		74.94		1,050,021
RSA		3/3/2023		2/15/2023		—		—		—		—		18,682		—		—		1,400,029
Vance Chang
AIP		—				198,900		397,800		795,600		—		—		—		—		—
LTIP		—				106,250		212,500		425,000		—		—		—		—		—
RSA		3/3/2023		2/15/2023		—		—		—		—		5,672		—		—		425,060
NQSO		3/3/2023		2/15/2023		—		—		—		—		—		5,690		74.94		212,522
Tony E. Moralejo
AIP		—				270,000		540,000		1,080,000		—		—		—		—		—
LTIP		—				75,000		150,000		300,000		—		—		—		—		—
RSA		3/3/2023		2/15/2023		—		—		—		—		4,004		—		—		300,060
NQSO		3/3/2023		2/15/2023		—		—		—		—		—		4,017		74.94		150,035
Jay D. Johns
AIP		—		—		337,500		675,000		1,350,000		—		—		—		—
LTIP		—				125,000		250,000		500,000		—		—		—		—
RSA		3/3/2023		2/15/2023		—		—		—		—		6,673		—		—		500,075
NQSO		3/3/2023		2/15/2023		—		—		—		—		—		6,694		74.94		250,021
Christine Son
AIP		—		—		150,000		300,000		600,000		—		—		—		—		—
LTIP		—		—		93,750		187,500		375,000		—		—		—		—		—
RSA		3/3/2023		2/15/2023		—		—		—		—		5,005		—		—		375,075
NQSO		3/3/2023		2/15/2023		—		—		—		—		—		5,021		74.94		187,534

(1)	Please see the section entitled “Performance- and Stock-Based Compensation” in the Compensation Discussion and Analysis section of this proxy statement for additional information regarding the AIP and cash LTIP.

(2)	Unless otherwise noted, RSAs reflected in this table vest as to one-third of the total shares on each of the first, second, and third anniversaries of the date of grant.

(3)	NQSOs reflected in this table vest and become exercisable as to one-third of the shares subject to the NQSO on each of the first, second and third anniversaries of the date of grant.

(4)

The amounts in this column represent the aggregate grant date fair value related to RSAs and NQSO awards granted in ~~2022~~2023 computed in accordance with FASB ASC Topic 718. See Note 14 to Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the year ended December 31, ~~2022~~2023 for information regarding assumptions underlying the valuation of equity awards.

~~(5)~~
		39

~~In connection with Mr. Cywinski’s resignation, he will not vest in these cash LTIP or equity awards.~~

2024 PROXY STATEMENT

COMPENSATION TABLES

~~(6)~~

Mr. Cywinski’s grant with respect to 14,270 shares was scheduled to vest in full on the third anniversary of the grant date, assuming he remained continuously employed by the Corporation through such vesting date. As a result of his resignation, he will not vest in this award.

Outstanding Equity Awards at ~~2022~~2023 Fiscal Year-End

The following table provides summary information regarding the outstanding equity awards for the Corporation’s NEOs at December 31, ~~2022.~~2023.

Stock Awards

Number of Securities Underlying
Unexercised Options

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of Stock
That Have
Not Vested
(#)

Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(1)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(1)

Number of Securities Underlying
Unexercised Options

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of Stock
That Have
Not Vested
(#)

Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(1)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(1)

Name

Exercisable (#)

Unexercisable (#)

Exercisable (#)

Unexercisable (#)

John Peyton

Vance Chang

John Cywinski

Tony E. Moralejo

Jay Johns

Christine Son

(1)	Per share value of stock awards is $49.65 based on the closing price of the Common Stock on the NYSE on December 29, 2023.

(2)	These NQSOs became exercisable as to one-third on each of January 4, 2022, January 4, 2023 and January 4, 2024.

(3)	These RSAs vested as to one-third on each of March 4, 2022, March 4, 2023 and March 4, 2024.

(4)	These NQSOs became exercisable as to one-third on each of March 4, 2022, March 4, 2023 and March 4, 2024.


40

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

Stock Awards

Number of Securities Underlying
Unexercised Options

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of Stock
That Have
Not Vested
(#)

Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(1)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(1)

Name

Exercisable (#)

Unexercisable (#)

Christine Son

1,621

—

113.72

02/24/25

—

—

—

—

3,764 —    90.90 02/26/26 — — — —
12,593 —    53.49 03/03/27 — — — —
4,767 —    68.80 02/22/28 — — — —
2,559 —    98.97 02/25/29 — — — —
2,762 1,381 (21)    87.17 02/26/30 1,691 (22) 109,239 — —
— —    — — 750 (23) 48,450 — —
— —    — — 2,022 (24) 130,621 — —
— —    — — 1,681 (25) 108,593 — —
— 4,138 (6)    70.08 03/04/32 3,925 (7) 253,555 3,925 (11) 259,083

~~(1)~~

~~Per share value of stock awards is $64.60 based on the closing price of the Common Stock on the NYSE on December 30, 2022.~~

~~(2)~~

~~These NQSOs became exercisable as to~~ ~~one-third~~ ~~on each of January 4, 2022 and January 4, 2023 and will become exercisable as to~~ ~~one-third~~ ~~on January 4, 2024.~~

~~(3)~~

~~These RSAs vested as to~~ ~~one-half~~ ~~on each of January 4, 2022 and January 4, 2023.~~

~~(4)~~

~~These NQSOs became exercisable as to~~ ~~one-third~~ ~~on each of March 4, 2022 and March 4, 2023 and will become exercisable as to~~ ~~one-third~~ ~~on March 4, 2024.~~

(5)	~~These RSAs vested as to~~ ~~one-third~~ ~~on March 4, 2023 and will vest as to~~ ~~one-third~~ ~~on each of March 4, 2024 and March 4, 2025.~~

~~(6)~~

These NQSOs became exercisable as to one-third on March 4, 2023 and March 4, 2024 and will become exercisable as to one-third on ~~each of March 4, 2024, and~~ March 4, 2025.

~~(7)~~(6)

These RSAs vested as to one-third on March 4, 2023 and March 4, 2024 and will vest as to one-third on ~~each of March 4, 2024 and~~ March 4, 2025.

~~(8)~~(7)

These NQSOs became exercisable as to one-third on ~~June 15, 2022~~March 4, 2024 and will become exercisable as to one-third on each of March 4, 2025 and March 4, 2026.

(8)	These RSAs vested as to one-third on March 3, 2024 and will vest as to one-third on each of ~~June 15, 2023~~March 3, 2025 and ~~June 15, 2024.~~March 3, 2026.

(9)	These ~~RSAs vested~~NQSOs became exercisable as to one-third on June 15, 2022 and June 15, 2023 and will vest as to one-third on ~~each of June 15, 2023 and~~ June 15, 2024.

(10)	These RSAs vested as to one-third on June 15, 2022 and June 15, 2023 and will vest as to one-third on June 15, 2024.

(11)	These RSAs vested as to one-fourth on June 15, 2022 and June 15, 2023 and will vest as to one-fourth on each of June 15, ~~2023, June 15,~~ 2024, and June 15, 2025.

~~(11)~~(12)

These RSAs vested as to one-third on March 4, 2023 and March 4, 2024 and will vest as to one-third on March 4, 2025.

(13)	These RSUs will vest on March 4, 2025 in an amount to be determined based upon the achievement of certain stock price performance targets.

~~(12)~~

These RSUs were scheduled to vest on March 1 2023 in an amount to be determined based upon the achievement of certain stock price performance targets. Due to Mr. Cywinski’s termination in January 2023, he is not entitled to vest in these RSUs.

~~(13)~~

~~These NQSOs became exercisable as to~~ ~~one-third~~ ~~on each of February 26, 2021 and February 26, 2022. Due to Mr. Cywinski’s termination in January 2023, the remaining one-third will not become exercisable.~~

(14)	~~Due to Mr. Cywinski’s termination in January 2023, he is not entitled to vest in these RSAs, which were scheduled to vest on March 4, 2025.~~

~~(15)~~

~~These NQSOs became exercisable as to~~ ~~one-third~~ ~~on March 4, 2022. Due to Mr. Cywinski’s termination in January 2023, the remaining two thirds will not become exercisable.~~

~~(16)~~

These RSAs vested as to one-third on March 4, ~~2022. Due~~2024 and will vest as to ~~Mr. Cywinski’s termination in January 2023, he is not entitled to vest in the remaining two thirds.~~one-third on each of March 4, 2025 and March 4, 2026.

~~(17)~~

These NQSOs were scheduled to become exercisable as to one-third on March 4, 2023, March 4, 2024, and March 4, 2025. Due to Mr. Cywinski’s termination in January 2023, these NQSOs did not become exercisable.


		41

~~2023 PROXY STATEMENT~~

~~COMPENSATION TABLES~~

~~(18)~~

~~These RSAs were scheduled to as to one-third on March 4, 2023, March 4, 2024 and March 4, 2025. Due to Mr. Cywinski’s termination in January 2023, he is not entitled to vest in these RSAs.~~

~~(19)~~

These performance-based RSUs were scheduled to vest on March 4, 2025 in an amount to be determined based upon the achievement of certain stock price performance targets. Due to Mr. Cywinski’s termination in January 2023, he is not entitled to vest in these RSUs.

~~(20)~~

~~These RSAs were scheduled to vest on March 4, 2025. Due to Mr. Cywinski’s termination in January 2023, he is not entitled to vest in these RSAs.~~

~~(21)~~

~~These NQSOs became exercisable as to one-third on each of February 26, 2021, February 26, 2022, and February 26, 2023~~

~~(22)~~

~~These RSAs vested on February 26, 2023.~~

~~(23)~~(15)

These RSAs vested as to one-third on ~~each of December 15, 2021 and December 15,~~May 17, 2022 and ~~will vest as to one-third on December 15, 2023.~~

~~(24)~~

~~These RSAs vested as to one-third on each of March 4, 2022 and March 4,~~May 17, 2023, and will vest as to ~~one-third~~on-third on ~~March 4, 2024.~~

~~(25)~~

~~These RSAs vested as to one-third on May 17, 2022 and will vest as to on-third on each of May 17, 2023 and~~ May 17, 2024.

~~2022~~2023 Option Exercises and Stock Vested

The following table provides information on stock option exercises and vesting of stock awards by the NEOs during the fiscal year ended December 31, ~~2022.~~2023.

Option Awards

Stock Awards

Option Awards

Stock Awards

Name

Number of
Shares Acquired
on Exercise
(#)

Value
Realized on
Exercise
($)(1)

Number of
Shares Acquired
on Vesting
(#)(2)

Value
Realized on
Vesting
($)(3)

Number of
Shares Acquired
on Exercise
(#)

Value
Realized on
Exercise
($)

Number of
Shares Acquired
on Vesting
(#)(1)

Value
Realized on
Vesting
($)(2)

John W. Peyton

—

29,183

2,034,935

Vance Y. Chang

—

2,888

231,240

John C. Cywinski

Tony E. Moralejo

—

3,463

285,359

Jay D. Johns

—

9,666

788,802

Christine Son

—

2,761

217,092

(1)	~~Represents the difference between the market value of the stock on the exercise date and the exercise price times the number of NQSOs exercised.~~

~~(2)~~

Represents the lapsing of restrictions on and the release or issuance, as applicable, of RSAs and RSUs granted to the NEO.

~~(3)~~(2)

Represents the product of the number of shares vested and the closing price of the Corporation’s Common Stock on the NYSE on the vesting date.

~~2022~~2023 Nonqualified Deferred Compensation

Pursuant to the Deferred Compensation Plan, certain highly compensated employees can elect to defer up to 80% of their base salary, 100% of annual cash incentive payments and 100% of long-term incentive plan distributions instead of receiving these amounts as payments taxable in the year of receipt.

Under the Deferred Compensation Plan, participants may designate select investment options, approved by the Compensation Committee, in which the deferred compensation payments are deemed to be invested. These investment options are not publicly traded and are only available through variable insurance products. Participants have no ownership interest in the investment option(s) they select, as the investment options are used principally to measure gains or losses. Amounts are credited or debited to a participant’s account balance in accordance with deferral elections made by the participant. There is no guaranteed investment return on any deferred payment amounts.


42

~~2023 PROXY STATEMENT~~

~~COMPENSATION TABLES~~

The unfunded, nonqualified plan structure of the Deferred Compensation Plan is required in order to preserve the beneficial tax deferral treatment for the participants. Amounts in a participant’s deferral account represent unsecured claims against


		41

2024 PROXY STATEMENT

COMPENSATION TABLES

the Corporation’s assets. Deferred amounts together with any credited investment returns are paid out to participants in accordance with their advance written election, either in a lump sum or in annual installment payments commencing on the applicable benefit distribution date selected by the participant. No NEOs participated in the Deferred Compensation Plan during ~~2022~~2023 or had account balances as of December 31, ~~2022.~~2023.

Employment Agreements and Equity Awards

The employment agreements for Messrs. Peyton, Chang, and Johns and the ~~employment offer letter and~~ Amended and Restated Executive Severance and Change in Control Policy for Ms. Son and Mr. Moralejo provide for severance benefits in the event of termination by the Corporation without “cause,” termination by the executive for “good reason” either prior to or following a “change in control,” termination upon a change in control only, termination due to death, and termination due to disability. ~~While employed with the Corporation, Mr. Cywinski was also subject to an employment agreement that provided for severance benefits upon certain qualifying terminations of employment.~~

The award agreements under our 2019 Stock Incentive Plan provide for certain treatment of unvested equity awards upon a recipient’s termination of employment. Our RSA and RSU agreements generally provide that an executive shall no longer be entitled to the entire RSA or RSU award if the recipient does not remain continuously employed through the vesting period, except in the case of (i) disability or death, in which case the recipient shall fully vest in the RSAs or RSUs, or (ii) upon a change in control, in which case the recipient shall fully vest in the RSAs or RSUs subject to certain conditions including a qualifying termination. Our NQSO agreement generally provides that NQSOs may not be exercised after a recipient ceases to be employed or engaged by the Corporation except in the case of (i) death or disability, in which case, the recipient shall fully vest in the NQSOs and shall have 12 months from the date of termination to exercise such NQSOs; (ii) retirement, in which case, the recipient shall fully vest in the NQSOs and shall have five years from the date of retirement to exercise such NQSOs; and (iii) a qualifying termination upon a change in control, in which case, the recipient is eligible to receive, subject to certain conditions, the payment of a lump sum amount in cash equal to the product of the excess of the fair market value of the option over the option exercise price and the number of unexercised option shares.

Employment Agreement with John W. Peyton

The employment agreement between the Corporation and Mr. Peyton provides that, in the event of termination by the Corporation without “cause” or by Mr. Peyton for “good reason” prior to a “change in control,” upon executing a release of claims in favor of the Corporation, Mr. Peyton would be entitled to the following benefits:

any accrued base salary through the date of termination and any bonus for the prior fiscal year not yet paid;

a lump sum payment equal to two times the sum of his annual base salary, plus the greater of (i) the average of his actual bonus attributable to the prior three years or such shorter time as he has been employed and (ii) Mr. Peyton’s target bonus for the then-current fiscal year;

the annual bonus payout for Mr. Peyton for the year of termination based on actual performance, prorated for the length of service during such year;

continued insurance coverage for a maximum of 18 months;

full vesting of all make-good RSU and make-good options granted to Mr. Peyton under his employment agreement in connection with the commencement of his employment with the Corporation;

the right to exercise any vested stock options or SARs for up to 24 months;

•

accelerated vesting of time-based equity awards (other than the make-good equity awards) that would have vested during the 24-month period following such termination; and

vesting of performance-based equity awards based on the portion of the period elapsed prior to the date of termination plus up to 24 months, with each such award to be paid at the time such award would have been paid to Mr. Peyton had he remained employed with the Corporation, based on actual performance during such period.


42		43

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

The employment agreement with Mr. Peyton also provides that, in the event of termination by the Corporation without “cause” or by Mr. Peyton for “good reason” within 24 months following a “change in control,” upon executing a release of claims in favor of the Corporation, Mr. Peyton will be entitled to the following benefits:

a lump sum payment equal to three times the sum of his base salary, plus the greater of (i) the average of his actual bonus attributable to the prior three years or such shorter time as he has been employed and (ii) Mr. Peyton’s target bonus for the then-current fiscal year;

continued insurance coverage for a maximum of 18 months;

full vesting of all time-based equity awards, including Mr. Peyton’s make-good RSUs and make-good options; and

vesting of all performance-based equity awards and long-term cash-based compensation subject to performance-vesting criteria based on the Corporation’s actual performance through the date of such change in control.

Additionally, on May 15, 2023, Mr. Peyton’s employment agreement was amended to increase Mr. Peyton’s target annual bonus under the Corporation’s annual incentive plan from 100% to 150% of his base salary.

Employment Agreement with Vance Y. Chang

The employment agreement between the Corporation and Mr. Chang provides that, in the event of termination by the Corporation without “cause” or by Mr. Chang for “good reason” prior to a “change in control,” upon executing a release of claims in favor of the Corporation, Mr. Chang will be entitled to the following benefits:

any accrued base salary through the date of termination;

a lump sum payment equal to the sum of his annual base salary, plus the average of his actual bonus attributable to the prior three years or such shorter time as he has been employed;

continued insurance coverage for a maximum of 12 months;

•

full vesting of any unvested time- or service-based stock options, SARs, and other equity-based awards that would have vested during the 12-month period following the date of his termination;

•

pro rata vesting of any unvested equity-based or long-term cash-based awards subject to performance-based vesting conditions that would have vested at the end of the performance period, based on actual performance during such performance period; and

the right to exercise any vested stock options or SARs for up to 12 months.

The employment agreement with Mr. Chang also provides that, in the event of termination by the Corporation without “cause” or by Mr. Chang for “good reason” within three months prior to or 24 months following a “change in control,” upon executing a release of claims in favor of the Corporation, Mr. Chang will be entitled to the following benefits:

a lump sum payment equal to two times the sum of his base salary, plus the average of his actual bonus attributable to the prior three years or such shorter time as he has been employed;

a lump sum payment equal to his prorated bonus for the year of termination based on actual performance through the date of termination;

continued insurance coverage for a maximum of 24 months;

full vesting of any unvested stock options, SARs, and other equity-based awards;

full vesting of any unvested equity-based or long-term cash-based awards subject to performance-based vesting conditions, based on actual performance through the date of the change in control; and

the right to exercise any vested stock options or SARs for up to 24 months.


44		43

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

Employment Agreement with Jay D. Johns

The employment agreement between the Corporation and Mr. Johns entered into on March 9, 2022 provides that, in the event of termination by the Corporation without “cause” or by Mr. Johns for “good reason” prior to a “change in control,” upon executing a release of claims in favor of the Corporation, Mr. Johns will be entitled to the following benefits:

any accrued base salary through the date of termination;

a lump sum payment equal to the sum of his annual base salary, plus 100% of his target bonus for the period during which the termination of employment occurs;

•

full vesting of any unvested time- or service-based stock options, SARs, and other equity-based awards that would have vested during the 12-month period following the date of his termination;

•

the right to exercise any vested stock options or SARs for up to 24 months.

The employment agreement with Mr. Johns also provides that, in the event of termination by the Corporation without “cause” or by Mr. Johns for “good reason” within 24 months following a “change in control,” upon executing a release of claims in favor of the Corporation, Mr. Johns will be entitled to the following benefits:

a lump sum payment equal to two times the sum of his base salary, plus 200% of his target bonus for the period during which the termination of employment occurs;

a lump sum payment equal to his prorated target bonus for the year of termination;

continued insurance coverage for a maximum of 18 months;

full vesting of any unvested stock options, SARs, and other equity-based awards;

full vesting of any unvested equity-based or long-term cash-based awards subject to performance-based vesting conditions, based on actual performance through the date of the change in control; and

the right to exercise any vested stock options or SARs for up to 24 months.

~~Employment Agreement with John C. Cywinski~~

The employment agreement between the Corporation and Mr. Cywinski was terminated in connection with his resignation on January 6, 2023. Prior to such termination, the employment agreement provided for severance benefits consistent with the benefits described above for Mr. Johns. Mr. Cywinski did not receive any severance in connection with his resignation from the Company and, accordingly, is excluded from the tables below.

Amended and Restated Executive Severance and Change in Control Policy

As of December 31, ~~2022,~~2023, pursuant to the terms of the employment offer ~~letter~~letters for Ms. Son and Mr. Moralejo and the Amended and Restated Executive Severance and Change in Control Policy, if Ms. ~~Son’s~~Son or Mr. Moralejo’s employment is involuntarily terminated by the Corporation without “cause” prior to a “change in control,” upon executing a release of claims in favor of the Corporation, Ms. Son or Mr. Moralejo, as applicable, will be entitled to the following benefits:

an amount equal to 12 months’ base salary, plus 100% of the target bonus for the performance period in which the termination occurs;

•

full vesting of any unvested time- or service-based stock options, SARs, and other equity-based awards that would have vested during the 12-month period following the date of termination;

•

the right to exercise any vested stock options or SARs for up to 24 months.


		45

~~2023 PROXY STATEMENT~~

~~COMPENSATION TABLES~~

The Amended and Restated Executive Severance and Change in Control Policy also provides that in the event an executive’s employment is involuntarily terminated by the Corporation without “cause” within 24 months following a “change in control” or an executive’s employment is voluntarily terminated for “good reason” within 24 months following a “change in control,” upon executing a release of claims in favor of the Corporation, the executive will be entitled to the following benefits:

an amount equal to 24 months’ base salary, plus 200% of the annual target bonus for the performance period in which the termination occurs;


44

2024 PROXY STATEMENT

COMPENSATION TABLES

continued insurance coverage for a maximum of 18 months;

full vesting of any unvested stock options, SARs, and other equity-based awards;

full vesting of any unvested equity-based or long-term cash-based awards subject to performance-based vesting conditions, based on actual performance through the date of the change in control; and

the right to exercise any vested stock options or SARs for up to 24 months.

Section 280G of the Code

The employment agreements for Messrs. Peyton, Chang, and Johns as well as the Amended and Restated Executive Severance and Change in Control Policy applicable to Ms. Son and Mr. Moralejo provide that if any payment or benefit received by the executive would not be deductible by reason of Section 280G of the Code, then the payment or benefits will be reduced until no portion of such payment or benefits is not deductible by reason of Section 280G of the Code, provided that no such reduction will be made unless the net after-tax benefit received by the executive after such reduction would exceed the net after-tax benefit received by the executive if no such reduction was made.

Potential Payments Upon Termination or Change in Control

The information below describes and estimates certain compensation that would become payable under existing plans and arrangements assuming the NEO’s employment had terminated or a “change in control” had occurred on December 31, ~~2022,~~2023, based on the Corporation’s closing stock price on December 31, ~~2022.~~2023. These benefits are in addition to benefits available generally to salaried employees. ~~Mr. Cywinski did not receive any amounts in connection with his separation from the Corporation and is excluded from the tables below.~~

Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event and the Corporation’s stock price. In addition, as of December 31, ~~2022,~~2023, the employment agreements for Messrs. Peyton, Chang, and Johns as well as the Amended and Restated Executive Severance and Change in Control Policy applicable to Ms. Son and Mr. Moralejo provide that if the payments and benefits to an NEO under his or her respective employment agreement or policy or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in the NEO receiving a higher net after-tax amount. The amounts reflected in the below table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of the applicable employment agreement or policy.

There can be no assurance that a termination or “change in control” would produce the same or similar results as those described if occurring on another date or at another price, or if any assumption used to prepare this information is not correct in fact. Please see “Employment Agreements and Change in Control Provisions” in the Compensation Discussion and Analysis section of this proxy statement for additional information.


46		45

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

The following table presents payments for involuntary termination by the Corporation for reasons other than “cause” or, in the case of Mr. Peyton, Mr. Chang and Mr. ~~Cywinski,~~Johns, voluntary termination by the participant for “good reason” not in connection with a “change in control”(“CIC”).




	Peyton		Cywinski		Johns		Son		Chang		Peyton		Chang		Moralejo		Johns		Son
Cash Severance
Cash Severance
Cash Severance
Cash Severance	$	9,000,000	$	2,850,000	$	2,850,000	$	1,497,600	$	2,520,000	$	4,937,500	$	1,084,697	$	1,140,000	$	1,425,000	$	800,000
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment	$	937,500	$	801,563	$	447,188	$	263,250	$	358,594	$	1,036,451	$	0	$	0	$	0	$	0
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value	$	136,375	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Time-Vested RSA and RSU
Time-Vested RSA and RSU
Time-Vested RSA and RSU
Time-Vested RSA and RSU	$	3,679,016	$	1,799,691	$	799,554	$	650,457	$	796,647	$	1,511,495	$	310,015	$	221,042	$	288,169	$	239,710
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value	$	2,436,977	$	637,614	$	603,185	$	161,329	$	382,568
Cash LTIP Value*
Cash LTIP Value*
Cash LTIP Value*
Cash LTIP Value*	$	0	$	0	$	0	$	0	$	0
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value	$	1,785,074	$	2,519,585	$	470,970	$	259,083	$	282,582	$	0	$	0	$	0	$	0	$	0
Welfare Benefit Value
Welfare Benefit Value
Welfare Benefit Value
Welfare Benefit Value	$	29,337	$	27,869	$	21,154	$	26,634	$	38,313	$	31,360	$	21,612	$	20,337	$	15,259	$	19,565
Outplacement
Outplacement
Outplacement
Outplacement	$	10,000	$	10,000	$	5,000	$	5,000	$	10,000	$	10,000	$	10,000	$	5,000	$	5,000	$	5,000
Severance Reduction (if applicable)
Severance Reduction (if applicable)
Severance Reduction (if applicable)
Severance Reduction (if applicable)	$	0	$	0	$	887,056	$	300,113	$	0
Total
Total
Total
Total	$	18,014,278	$	8,646,322	$	4,309,995	$	2,563,240	$	4,388,704	$	7,526,806	$	1,426,324	$	1,386,378	$	1,733,427	$	1,064,275

*	These awards would be prorated based on actual performance as of the date of termination. All outstanding awards are below threshold as of December 31, 2023.

The following table presents payments for involuntary termination by the Corporation for reasons other than “cause” or, in the case of Mr. Peyton, Mr. Chang and Mr. ~~Cywinski,~~Johns, voluntary termination by the participant for “good reason” ~~in connection with~~within 24 months following a CIC.




	Peyton		Cywinski		Johns		Son		Chang		Peyton		Chang		Moralejo		Johns		Son
Cash Severance
Cash Severance
Cash Severance
Cash Severance	$	6,000,000	$	1,342,058	$	1,226,917	$	716,097	$	1,260,000	$	7,406,250	$	2,169,394	$	2,280,000	$	2,850,000	$	1,600,000
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment	$	937,500	$	0	$	0	$	0	$	0	$	1,036,451	$	329,299	$	374,868	$	599,468	$	248,340
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value	$	136,375	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Time-Vested RSA and RSU
Time-Vested RSA and RSU
Time-Vested RSA and RSU
Time-Vested RSA and RSU	$	3,248,780	$	484,435	$	414,732	$	361,889	$	281,204	$	1,820,666	$	677,772	$	471,327	$	627,080	$	470,285
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value	$	2,436,977	$	327,301	$	304,348	$	53,776	$	196,381
Cash LTIP Value*
Cash LTIP Value*
Cash LTIP Value*
Cash LTIP Value*	$	0	$	0	$	0	$	0	$	0
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value	$	0	$	819,446	$	0	$	0	$	0	$	0	$	244,706	$	112,379	$	374,510	$	206,020
Welfare Benefit Value
Welfare Benefit Value
Welfare Benefit Value
Welfare Benefit Value	$	29,337	$	18,579	$	14,103	$	17,756	$	19,156	$	31,360	$	43,225	$	30,505	$	22,888	$	29,348
Outplacement
Outplacement
Outplacement
Outplacement	$	10,000	$	10,000	$	5,000	$	5,000	$	10,000	$	10,000	$	10,000	$	5,000	$	5,000	$	5,000
Severance Reduction (if applicable)
Severance Reduction (if applicable)
Severance Reduction (if applicable)
Severance Reduction (if applicable)	$	0	$	425,223	$	225,505	$	0	$	0
Total
Total
Total
Total	$	12,798,969	$	3,001,819	$	1,965,100	$	1,154,518	$	1,766,741	$	10,304,727	$	3,029,173	$	3,048,575	$	4,478,946	$	2,558,992

*	These awards would accelerate in full based on actual performance as of the date of the CIC. All outstanding awards are below threshold as of December 31, 2023.

The following table presents payments for retirement.




	Peyton		Cywinski		Johns		Son		Chang		Peyton		Chang		Moralejo		Johns*		Son
Time Vested NQSO Spread Value
Time Vested NQSO Spread Value
Time Vested NQSO Spread Value
Time Vested NQSO Spread Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Time Vested RSA and RSU Value
Time Vested RSA and RSU Value
Time Vested RSA and RSU Value
Time Vested RSA and RSU Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	295,765	$	0
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value	$	0	$	0	$	304,348	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Performance and Time-Vested RSU Value
Performance and Time-Vested RSU Value
Performance and Time-Vested RSU Value
Performance and Time-Vested RSU Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Total
Total
Total
Total	$	0	$	0	$	304,348	$	0	$	0	$	0	$	0	$	0	$	295,765	$	0

*	Mr. Johns is the only NEO eligible for retirement as of December 31, 2023. Vesting acceleration upon retirement is subject to Compensation Committee approval.


46		47

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

The following table presents payments upon a CIC only and no termination of employment.




	Peyton		Cywinski		Johns		Son		Chang		Peyton		Chang		Moralejo		Johns		Son
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value
Time-Vested NQSO Spread Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Time-Vested RSA and RSU
Time-Vested RSA and RSU
Time-Vested RSA and RSU
Time-Vested RSA and RSU	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value	$	0	$	0	$	0	$	0	$	0
Cash LTIP Value*
Cash LTIP Value*
Cash LTIP Value*
Cash LTIP Value*	$	0	$	0	$	0	$	0	$	0
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value
Performance- and Time-Vested RSU Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Total
Total
Total
Total	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

*	These awards would be converted to time-based vesting based on actual performance as of the date of the CIC. All outstanding awards are below threshold as of December 31, 2023.

The NEOs have contractual entitlements to double trigger treatment with respect to cash severance and the vesting of outstanding equity and cash LTIP awards. In the event of a change-in-control where the acquiring entity does not assume outstanding awards, the Compensation Committee may exercise discretion to provide for the accelerated vesting of outstanding equity and cash LTIP awards.

The following table presents payments upon termination of employment due to disability or death.




	Peyton		Cywinski			Johns		Son		Chang		Peyton		Chang		Moralejo		Johns		Son
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment
Pro-Rata Bonus Payment	$	937,500	$	801,563	��	$	447,188	$	263,250	$	358,594	$	1,036,451	$	329,299	$	374,868	$	599,468	$	248,340
Time Vested NQSO Spread Value
Time Vested NQSO Spread Value
Time Vested NQSO Spread Value
Time Vested NQSO Spread Value	$	136,375	$	0		$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Time Vested RSA and RSU Value
Time Vested RSA and RSU Value
Time Vested RSA and RSU Value
Time Vested RSA and RSU Value	$	3,679,016	$	1,799,691		$	799,554	$	650,457	$	796,647	$	1,820,666	$	677,772	$	471,327	$	627,080	$	470,285
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value
Cash LTIP Value	$	1,213,996	$	327,301		$	304,348	$	53,776	$	196,381	$	0	$	0	$	0	$	0	$	0
Performance and Time-Vested RSU Value
Performance and Time-Vested RSU Value
Performance and Time-Vested RSU Value
Performance and Time-Vested RSU Value	$	0	$	819,446		$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Total
Total
Total
Total	$	5,966,888	$	3,748,001		$	1,551,090	$	967,484	$	1,351,622	$	2,857,117	$	1,007,071	$	846,195	$	1,226,548	$	718,625

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of John W. Peyton, our CEO. Consistent with the Compensation Committee’s approach to our executive compensation program, we set compensation using a market-based approach. Accordingly, we strive to create a competitive global compensation program in terms of both the position and the geographic location in which the employee is located. As a result, our compensation program varies among each local market in order to allow us to provide a competitive compensation package.

Ratio

For ~~2022,~~2023,

The median of the annual total compensation of all of our employees other than Mr. Peyton, was ~~$158,934.~~$138,037.

Mr. Peyton’s annual total compensation was $4,520,578. The total used for purposes of the CEO pay ratio differs from the amount reported in the Total column of the 2022 Summary Compensation Table due to the inclusion of the company-paid portion of insurance premiums, which are excluded for Summary Compensation Table purposes.$4,540,521.

•

Based on this information, the ratio of the annual total compensation of Mr. Peyton to the median of the annual total compensation of all employees is estimated to be 2832.9 to 1.

Identification of Median Employee

We used a median employee identification date of December 31, 2023 to calculate our CEO Pay Ratio. As of the December 31, 2023 median employee identification date, we had 609 employees, with 589 employees based in the


48		47

~~2023~~2024 PROXY STATEMENT

COMPENSATION TABLES

~~Identification of Median Employee~~

We used a median employee identification date of November 28, 2022 to calculate our CEO Pay Ratio. In prior years we used December 31 as our employee identification date. We made this change because of our acquisition of Fuzzy’s Taco Shop in December 2022, the timing of which made use of the December 31 date administratively unfeasible. In addition, using the November 28 date ensured maximum year-to-year consistency in the employee population considered. As of the November 28, 2022 median employee identification date, we had 524 employees, with 506 employees based in the United States, ~~ten~~twelve in Mexico, five in the United Arab Emirates, and three in Canada. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent or less of the Corporation’s total number of employees. The Corporation applied this de minimis exemption when identifying the median employee by excluding the 1820 employees located outside of the United States. In determining the median employee, ~~506~~589 employees in the United States and no employees located outside of the United States were used for the pay ratio calculation.

For purposes of identifying the ~~2022~~2023 median employee from our employee population base, we considered the annual total sum of base salary, wages, overtime, and target bonus, as applicable, compiled from our human resources records. We selected these compensation measures as they represent the principal forms of compensation delivered to all of our employees and this information is readily available. In addition, we measured compensation for purposes of determining the median employee using the 12-month period ending December 31, ~~2022~~2023 and annualized the compensation of any employee who was employed by us for less than the entire year.

Using this methodology, we determined that our median employee was a full-time, salaried employee located in Florida. In determining the annual total compensation of the median employee, such employee’s compensation was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules except that we elected to include the company-paid portion of health insurance premiums, which are normally excluded from the calculation of total compensation for purposes of the Summary Compensation Table.


48		49

~~2023~~2024 PROXY STATEMENT

Pay vs. Performance Comparison

Our executive compensation programs are intended to link a substantial portion of our NEOs’ realized compensation to the achievement of our financial, operational, and strategic objectives, and to align our NEOs’ pay with changes in the value of our shareholders’ investments. For further information concerning the Company’s variable

~~Company’s~~

pay-for-performance

~~variable pay-for-performance~~

philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement. As required by Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between compensation actually paid (“CAP”) (as defined in Item 402(v)) and performance for fiscal years 2023, 2022, 2021 and 2020.





															Ending Value of Initial Fixed $100 Investment Based on:						(Stated in millions)				Ending Value of Initial Fixed $100 Investment Based on:	(Stated in millions)

Year	Summary Compensation Table Total for CEO(1) ($)		Compensation Actually Paid to CEO(1)(2) ($)		Summary Compensation Table Total for former CEO(3) ($)		Compensation Actually Paid to former CEO (2) (3) ($)			Average Summary Compensation Table Total for Non-CEO NEOs(4) ($)		Average Compensation Actually Paid to Non-CEO NEOs (2)(4) ($)			Total Shareholder Return			Comparator Group Total Shareholder Return (5)			Net Income (Loss) ($)		Adjusted EBITDA(6) ($)
Year
Year
Year
Year	Summary Compensation Table Total for CEO(1) ($)		Compensation Actually Paid to CEO(1)(2) ($)		Summary Compensation Table Total for former CEO(1) ($)		Compensation Actually Paid to former CEO(1)(2) ($)			Average Summary Compensation Table Total for Non-CEO NEOs(1) ($)		Average Compensation Actually Paid to Non-CEO NEOs(1)(2) ($)			Total Shareholder Return(3)			Comparator Group Total Shareholder Return(3)			Net Income (Loss) ($)		Adjusted EBITDA(4) ($)

2023
2023
2023
2023
2023

2022
2022
2022
2022
2022		4,425,333		3,393,551		—		—			2,352,870		2,010,378			$	81.12		$	107.12		81.1		251.9

2021		10,838,013		11,859,651		57,039		10,484,875			1,758,544		2,852,913			$	92.16		$	130.52		97.9		253.3
2021
2021
2021
2021

2020		—		—		1,753,758		(29,514,726	)		1,641,151		(3,942,916	)		$	70.35		$	109.24		104.3		273.5
2020
2020
2020
2020

Figures above reflect updates made to more closely align with the SEC’s proposed methodology for calculating option values which has led to differences in year over year values.

(1)	The ~~dollar amounts shown reflect the total compensation reported for~~following individuals are our CEO, ~~Mr. Peyton, in the Summary Compensation Table for fiscal years 2022 and 2021.~~

~~(2)~~

The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but also include (i) the

~~year-end~~

fair value of equity awards granted during the reported year and (ii) the change in the fair value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, expired, or were cancelled, or through the end of the reported fiscal year.

~~(3)~~

~~The dollar amounts shown reflect the total compensation reported for~~ our former CEO, ~~Mr. Stephen Joyce, in the Summary Compensation Table~~and other NEOs for each fiscal ~~years 2021 and 2020.~~

(

)

For 2022, reflects the total compensation reported in the Summary Compensation Table for our NEOs other than our CEO, as described in the CD&A of this proxy statement. For 2021, reflects compensation information for Mr. Chang, Ms. Hall, Mr. Cywinski, Mr. Johns, and Ms. Son, and for Mr. Thomas H. Song, our former Chief Financial Officer. For 2020, reflects compensation information for Messrs. Cywinski, Johns, Song, and Mr. Bryan R. Adel, our former Senior Vice President, Legal, General Counsel, and Secretary.year:

(

5 Year )	Reflects cumulative total shareholder return of our peer group companies (BJ’s Restaurants, Inc.; Bloomin’ Brands Inc.; Brinker International, Inc.; Choice Hotels International, Inc.; Cracker Barrel Old Country Store, Inc.; Dave & Buster’s Entertainment, Inc.; Denny’s Corporation; Jack in the Box Inc.; Papa John’s International, Inc.; Red Robin Gourmet Burgers, Inc.; Ruth’s Hospitality Group, Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; The Cheesecake Factory Incorporated; The Wendy’s Company; Wingstop Inc.; and Wyndham Hotels and Resorts, Inc.) as of the end of each year indicated, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. CEO(s)	Non-CEO NEOs

2023	John W. Peyton	Vance Y. Chang, Jay D. Johns, Christine K. Son, Tony E. Moralejo

2022	John W. Peyton	Vance Y. Chang, John C. Cywinski, Jay D. Johns, Christine K. Son

2021	John W. Peyton Stephen P. Joyce	Vance Y. Chang, Allison Hall, John C. Cywinski, Jay D. Johns, Christine K. Son, Thomas H. Song

2020	Stephen P. Joyce	Thomas H. Song, John C. Cywinski, Jay D. Johns, Bryan R. Adel

(

)

~~Adjusted EBITDA includes income before interest, taxes, depreciation and amortization.~~


50		49

Table of Contents

~~2023~~2024 PROXY STATEMENT

Pay vs. Performance Comparison

~~To calculate~~

(2)

Compensation actually paid to our NEOs represents the ~~amounts in the “Compensation Actually Paid to CEO” column in the ta~~

~~ble a~~

~~bove, the following~~

~~amo~~

~~unts were deducted from and added to (as applicable) our CEO’s~~ “Total” compensation ~~as reported in the Summary Compensation Table (~~

~~SCT~~

Year

Summary
Compensation
Table Total
for CEO
($)

Reported
Value of
Equity
Awards
for
CEO(1)
($)

Equity Award
Adjustments
for CEO(2)
($)


Compensation
  Actually Paid
to CEO
($)

2022(3)    4,425,333    (2,450,060 ) 1,418,278 3,393,551

2021(3)    10,838,013    (6,326,281 ) 7,347,919 11,859,651

        (4)    57,039    0 10,427,836 10,484,875

2020(4)    1,753,758    0 (31,268,484 ) (29,514,726 )

~~(1)~~

~~Represents the grant date fair value of the equity awards to our CEO, as~~ reported in the ~~“Stock Awards” and “Option Awards” columns in~~Summary Compensation Table for the ~~SCT for each~~ applicable ~~year.~~

fiscal year, adjusted as follows:



	FY 2020						FY 2021								FY 2022						FY 2023

Adjustments	Former CEO			Avg. non- CEO NEO			CEO(1)			Former CEO		Avg. non- CEO NEO			CEO			Avg. non- CEO NEO			CEO			Avg. non- CEO NEO

Summary Compensation table total for applicable year.		1,834,775			1,641,151			10,838,013			156,353		1,758,544			4,425,333			2,352,870			4,540,521			1,628,018

Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY		0			(544,415	)		(6,326,281	)		0		(649,629	)		(2,450,059	)		(1,234,459	)		(2,450,050	)		(600,096	)

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End. RSU values include RSUs attributable to reinvested Dividend Equivalents		0			588,437			8,365,065			0		546,353			3,598,977			1,109,941			2,076,329			483,883

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		0			0			0			0		0			0			0			0			0

Increase (decrease) for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End		(9,431,063	)		(355,442	)		0			0		(12,248	)		(242,614	)		(136,109	)		(2,908,100	)		(536,294	)

Increase (decrease) for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date		400			(151,979	)		0			6,224,595		275,596			97,750			(7,773	)		336,559			80,500

Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		0			0			0			0		(197,212	)		0			0			0			0

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date		18,320			40,665			0			2,031,162		26,915			12,473			16,305			89,646			19,963

Compensation Actually Paid		(7,577,567	)		1,218,418			12,876,797			8,412,110		1,748,319			5,441,860			2,100,774			1,684,905			1,075,974

~~(2)~~

~~Represents the year-over-year change in the fair value of equity awards to our CEO, as itemized in the table below. No awards vested in the year they were granted.~~

(3)

~~Values~~TSR is cumulative for the measurement periods beginning as of close of business on ~~this row relate to~~December 31, 2019 and ending on December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023, calculated in accordance with Item 201

€

of Regulation

S-K.

The S&P 1500 Composite Restaurant Index TSR column consists of 19 companies (excluding Dine Brands), which is the industry specific peer group in our ~~Chief Executive Officer, Mr. Peyton.~~

10-K.

(4)

“Adjusted EBITDA” is a

non-GAAP

measure used for purposes of our Annual Incentive Plan. Adjusted EBITDA includes income before interest, taxes, depreciation and amortization. A reconciliation of this

~~Values on~~non-GAAP

financial measure to results in accordance with GAAP can be found in Appendix A to this ~~row relate to our former Chief Executive Officer, Mr. Joyce.~~

Proxy Statement.

Fair Value of Equity Awards for CEO

2022(1)
($)

2021(1)
($)

2021(2)
($)


2020(2)
($)

As of
year-end
for awards granted during the year
   2,225,159 7,347,919    0    0

Year-over-year increase (decrease) of unvested awards granted in prior years    (820,436 ) 0    0    (15,586,021 )

Increase (decrease) from prior fiscal
year-end
for awards that vested during the year
   13,555 0    10,427,836    (15,682,464 )

Total Equity Award Adjustments


1,418,278

7,347,919



10,427,836



(31,268,484
)

~~(1)~~(5)

Includes

~~Values~~one-time

grants in ~~this column relate to our CEO, Mr. Peyton.~~

~~(2)~~

~~Values in this column relate to our former CEO, Mr. Joyce.~~

~~To calculate the amounts in the “Average Compensation Actually Paid to~~

~~Non-CEO~~

~~NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our~~

~~non-CEO~~

~~named executive officers for each applicable year, as reported in the SCT for that year:~~

Year

Average
Summary
Compensation
Table Total for
Non-CEO
NEOs
($)

Average
Reported Value of
Equity Awards for
Non-CEO NEOs(1)
($)

Average Equity
Award
Adjustments
for Non-CEO
NEOs(2)
($)

Average
    Compensation
Actually Paid
to Non-CEO
NEOs
($)

2022    2,352,870    (1,234,459 ) 891,967 2,010,378

2021    1,758,544    (433,086 ) 1,838,076 2,852,913

2020    1,641,151    (272,208 ) (5,019,625 ) (3,942,916 )

~~(1)~~

~~Represents~~ the ~~average~~form of a

sign-on

bonus of $1,200,000, special

sign-on

RSUs valued at $3,096,478 as of the grant date, ~~fair value~~and special

sign-on

stock options valued at $884,704 as of the ~~equity awards to our named executive officers (other than our CEO), as reported in the “Stock Awards” column in the SCT for each applicable year.~~

grant date.

~~(2)~~

Represents the average of the year-over-year change in the fair value of equity awards to our named executive officers (other than our CEO), as itemized in the table below. No awards vested in the year they were granted.


50				51

Table of Contents

~~2023~~2024 PROXY STATEMENT

Pay vs. Performance Comparison

Fair Value of Equity Awards for Non-CEO
NEOs

2022
($)

2021
($)


2020
($)
As of
year-end
for awards granted during the year
   1,132,473 564,471    245,882

Year-over-year increase (decrease) of unvested awards granted in prior years    (218,368 ) 1,131,852    (5,078,860 )

Increase (decrease) from prior fiscal
year-end
for awards that vested during the year
   (22,138 ) 141,753    (186,647 )

Total Equity Award Adjustments


891,967

1,838,076


(5,019,625
)

Financial Performance Measures

The following table identifies the ~~five~~ most important financial performance measures used by our Compensation Committee to link the ~~“compensation actually paid” (~~

CAP

) to our CEO and other NEOs in ~~2022,~~2023, calculated in accordance with SEC regulations, to our performance. The role of each of these performance measures on our

~~NEO~~

s’ NEOs’ compensation is discussed in the CD&A above.

Financial Performance Measures

Adjusted EBITDA

Same-Restaurant Sales

Net Development

Relative Total Shareholder Return (compared to publicly-traded restaurant companies)

Traffic

Relationship to Compensation Actually ~~Pai~~Paid

~~The following chart shows~~See the Compensation Discussion & Analysis for a description of how our Compensation Committee assesses the relationship between executive compensation and performance.

The chart below provides a comparison between (i) the ~~numbers calculated~~total stockholder return of the Corporation and the S&P 1500 Composite Restaurants Index assuming a fixed $100 initial investment as of close of business on December 31, 2019 and reinvestment of dividends, and (ii) the compensation actually paid ~~for~~to the individuals serving as CEO and ~~for~~ the non-CEO NEOs (averaged), the Corporation’s total shareholder return, and the total shareholder return of the designated peer group. Note that CEO CAP shown is the aggregate CAP paid to both our current CEO, Mr. Peyton, and our previous CEO, Mr. Joyce, for 2021.

~~The following chart shows the relationship between the numbers calculated as~~average compensation actually paid to our

non-CEO

NEOs for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023.


		51

Table of Contents

2024 PROXY STATEMENT

Pay vs. Performance Comparison

The chart below provides a comparison between (i) the Corporation’s Net Income and (ii) compensation actually paid to the individuals serving as CEO and average compensation actually paid to our

non-CEO

NEOs for the ~~non-CEO NEOs (averaged),~~fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023.

The chart below provides a comparison between (i) the Corporation’s ~~net income. Note that CEO CAP shown is the aggregate CAP~~Adjusted EBITDA and (ii) compensation actually paid to ~~both~~the individuals serving as CEO and average compensation actually paid to our ~~current CEO, Mr. Peyton,~~

non-CEO

NEOs for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, and ~~our previous CEO, Mr. Joyce, for 2021.~~December 31, 2023.


52

~~Table of Contents~~

~~2023 PROXY STATEMENT~~

~~Pay vs. Performance Comparison~~

The following chart shows the relationship between the numbers calculated as compensation actually paid, for the CEO and for the non-CEO NEOs (averaged), and the Corporation’s Adjusted EBITDA. Note that CEO CAP shown is the aggregate CAP paid to both our current CEO, Mr. Peyton, and our previous CEO, Mr. Joyce, for

~~2021~~


		53

~~2023~~2024 PROXY STATEMENT

Equity Compensation Plan Information

The following table provides information as of December 31, ~~2022~~2023 about Common Stock that may be issued under the 2019 Stock Incentive Plan, the Corporation’s 2016 Stock Incentive Plan, or the Corporation’s 2011 Stock Incentive Plan.

(a)

(b)

(c)

(a)

(b)

(c)

Plan Category

Number of

Securities to

be Issued Upon

Exercise

of Options,

Warrants

and Rights (#)

Weighted- Average

Exercise Price of

Outstanding Options,

Warrants and

Rights ($) /Share

Number of Securities

Remaining Available for

Future Issuance under

Equity

Compensation Plans

(Excluding Securities

Reflected in Column

(a)) (#)

Number of

Securities to

be Issued Upon

Exercise

of Options,

Warrants

and Rights (#)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and

Rights ($) /Share

Number of Securities

Remaining Available for

Future Issuance under

Equity

Compensation Plans

(Excluding Securities

Reflected in Column

(a)) (#)

Equity Compensation Plans approved by security holders

Equity Compensation Plans not approved by security holders

Total

(1)	Includes 58,474 restricted stock units outstanding and 462,506 outstanding options to purchase shares of Common Stock under the incentive plan.

(2)	Represents the weighted-average exercise price of outstanding options.


54		53

~~2023~~2024 PROXY STATEMENT

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following members of the Board of Directors served on the Compensation Committee during ~~2022:~~2023: Howard M. Berk (Chair), Caroline W. Nahas and Lilian C. Tomovich. None of the Corporation’s executive officers or directors served on the board of directors of any entities whose directors or officers served on the Compensation Committee of the Board of Directors. No current or past executive officers or employees of the Corporation serve on the Compensation Committee and no Compensation Committee member had a relationship during ~~2022~~2023 that would require disclosure pursuant to Item 404 of Regulation S-K.


54		55

~~2023~~2024 PROXY STATEMENT

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

General. The following table sets forth certain information with respect to each person who is currently an executive officer of the Corporation:



Name	Age	Position and Offices with the Corporation

John W. Peyton	5657	Chief Executive Officer

Vance Y. Chang	4748	Chief Financial Officer

Tony E. Moralejo	5859	President, Applebee’s

Jay D. Johns	6263	President, IHOP

Christine K. Son	4849	Senior Vice President, Legal, General Counsel and Secretary

Executive officers of the Corporation are appointed by, and serve at the discretion of, the Board of Directors.

Biographical information for Mr. Peyton is provided in the section entitled “Proposal One: Election of Directors.” Certain biographical information for the other executive officers is set forth below.

Mr. Chang was appointed as Chief Financial Officer of the Corporation in June 2021. Mr. Chang served as the Chief Financial Officer of Exer Urgent Care, a medical services company, from 2019 to 2021. From 2016 to 2019, Mr. Chang was the Chief Financial Officer for YogaWorks. In October 2020, YogaWorks filed bankruptcy and sold its assets, which the company stated was largely due to the impact of the COVID-19 pandemic on their business.

Mr. Moralejo was appointed to the position of President, Applebee’s Business Unit in January 2023. Mr. Moralejo served as President, International and Global Development of the Corporation from February 2020 to January 2023. From August 2016 to February 2020, Mr. Moralejo was Executive Vice President, International Business & Global Development at Cajun Operating Company.

Mr. Johns was appointed to the position of President, IHOP in June 2019. Mr. Johns served as the Senior Vice President, Operations for IHOP from April 2017 to June 2019. Mr. Johns has been with the Corporation in various operations leadership roles since February 2009, including serving as the Senior Vice President, Strategic Operations Implementation from November 2013 to April 2017.

Ms. Son was appointed as Senior Vice President, Legal, General Counsel and Secretary of the Corporation in April 2021. Ms. Son joined the Corporation in 2011 and served as Vice President, Deputy General Counsel and Assistant Secretary from 2019 to 2021 and as Vice President, Associate General Counsel from 2014 to 2019.


56		55

~~2023~~2024 PROXY STATEMENT

AUDIT-RELATED MATTERS

REPORT OF THE AUDIT COMMITTEE

The Board of Directors has determined that:

each Audit Committee member is “independent” under the corporate governance listing standards of the NYSE and is or will become “financially literate,” as defined by the NYSE, within a reasonable period of time after appointment to the Audit Committee;

each member of the Audit Committee satisfies the “financial management expertise” standard, as required by the NYSE; and

Douglas M. Pasquale, Chairman of the Audit Committee, is an “audit committee financial expert,” as defined by the SEC.

Management is responsible for the preparation of financial statements and the financial reporting process, including the system of internal controls over financial reporting. Ernst & Young LLP (“Ernst & Young”), the Corporation’s independent auditor, is responsible for performing an independent audit of the Corporation’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing a report thereon. The Audit Committee is responsible for assisting the Board of Directors in monitoring:

the integrity of the Corporation’s financial statements;

the Corporation’s compliance with legal and regulatory requirements;

the Corporation’s independent auditor’s qualifications and independence; and

the performance of the Corporation’s independent auditor and the Corporation’s internal audit function.

It is the Audit Committee’s policy to review and approve in advance all proposed audit and non-audit services to be provided by the Corporation’s independent auditor.

During ~~2022,~~2023, the Audit Committee met ~~nine~~ten times and held separate discussions with management, the Corporation’s internal auditors and Ernst & Young. The Audit Committee reviewed and discussed the Corporation’s interim financial information contained in each quarterly earnings announcement with the Corporation’s Chief Executive Officer, Chief Financial Officer, General Counsel and Ernst & Young prior to public release. The Audit Committee reviewed the Corporation’s quarterly financial statements with management and Ernst & Young.

Management has represented to the Audit Committee that the Corporation’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee reviewed and discussed with management and Ernst & Young the Corporation’s fiscal year ended December 31, ~~2022~~2023 annual consolidated financial statements. The Audit Committee has also discussed the following with Ernst & Young:

the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (United States) and the SEC which include, among other items, matters related to the conduct of the audit of the Corporation’s annual consolidated financial statements;

the critical accounting policies and practices used in the preparation of the Corporation’s annual consolidated financial statements, alternative treatments of financial information within generally accepted accounting principles that Ernst & Young discussed with management, the ramifications of using such alternative treatments, and the treatment preferred by Ernst & Young; and

other written communications between Ernst & Young and management.

In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young the firm’s independence from the Corporation and management, including all relationships between Ernst & Young and the Corporation.


56		57

~~2023~~2024 PROXY STATEMENT

AUDIT-RELATED MATTERS

The Audit Committee has considered whether the provision of non-audit services by Ernst & Young in the fiscal year ended December 31, ~~2022~~2023 is compatible with maintaining the auditors’ independence and determined that the provision of non-audit services by Ernst & Young is compatible with maintaining the auditors’ independence. The Audit Committee discussed with the Corporation’s internal auditors, Ernst & Young and management the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and Ernst & Young, with and without management present, to discuss the results of their respective audits, the evaluations of the Corporation’s internal controls over financial reporting, and the overall quality of the Corporation’s financial reporting. The Audit Committee also discussed with Ernst & Young whether there were any audit problems or difficulties, and management’s response. In addition, the Audit Committee monitored the Corporation’s compliance activities relating to the Sarbanes-Oxley Act of 2002.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, for filing with the SEC.

The Audit Committee also selected Ernst & Young as the Corporation’s independent auditor for the fiscal year ending December 31, ~~2023.~~2024. The Board of Directors is recommending that stockholders ratify this appointment at the Annual Meeting.

THIS REPORT IS SUBMITTED BY THE

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Douglas M. Pasquale (Chairman)

Howard M. Berk

Susan M. Collyns (resigning as of March 31, 2024)

Richard J. Dahl

Martha C. Poulter

Matthew T. Ryan (appointed as of March 1, 2024)

Arthur F. Starrs

Independent Auditor Fees

The following table sets forth information concerning Ernst & Young’s fees for the fiscal years ended December 31, ~~2022~~2023 and ~~2021.~~2022. All of the fees shown in the table were approved by the Audit Committee in conformity with its pre-approval process.

Type of Fee
Type of Fee
Type of Fee
Type of Fee	2022		2021		2023		2022
Audit Fees
Audit Fees
Audit Fees
Audit Fees	$	1,895,500	$	1,585,000	$	1,857,000	$	1,895,500
Audit-Related Fees
Audit-Related Fees
Audit-Related Fees
Audit-Related Fees	$	—	$	—	$	—	$	—
Tax Fees
Tax Fees
Tax Fees
Tax Fees	$	54,073	$	58,608	$	105,665	$	54,073
All Other Fees
All Other Fees
All Other Fees
All Other Fees	$	2,000	$	2,000	$	—	$	2,000
Total
Total
Total
Total	$	1,951,573	$	1,645,608	$	1,962,665	$	1,951,573

Audit Fees comprise fees for professional services necessary to perform an audit or review in accordance with the standards of the Public Company Accounting Oversight Board, including services rendered for the audit of the Corporation’s annual financial statements (including services incurred in rendering an opinion under Section 404 of the Sarbanes-Oxley Act of 2002) and review of quarterly financial statements. Audit fees also include fees for services that are normally incurred in connection with statutory and regulatory filings or engagements, such as comfort letters, statutory audits, attest services, consents, and review of documents filed with the SEC.

Audit-Related Fees comprise fees for services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements, including the support of business acquisition and divestiture activities, independent assessment of controls related to outsourcing services, and review of retirement and other benefit-related programs.

Tax Fees comprise fees for tax compliance, tax planning, and tax advice, including the provision of such services in connection with business acquisition and divestiture activities.


		57

2024 PROXY STATEMENT

AUDIT-RELATED MATTERS

All Other Fees consists of fees relating to other non-audit and non-tax services.


58

~~2023 PROXY STATEMENT~~

~~AUDIT-RELATED MATTERS~~

Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor

The Audit Committee reviews and, as appropriate, approves in advance the independent auditor’s annual engagement letter, including the proposed fees contained therein. The Audit Committee also reviews all audit and permitted non-audit engagements and relationships between the Corporation and its independent auditor, and approves in advance all of the fees related thereto. These services may include audit services, audit-related services, tax services, and other specifically designated non-audit services.


58		59

~~2023~~2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

PROPOSAL ONE: ELECTION OF DIRECTORS

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has designated the ten nominees listed below for election as directors of the Corporation, each to serve for a term of one year that will expire at the Corporation’s ~~2024~~2025 annual meeting of stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

Your proxy will be voted as specified thereon or, if no instructions are given, for the Board of Directors nominees; however, the persons designated to vote proxies reserve full discretion to vote the shares represented by the proxies for the election of any substitute nominee or nominees designated by the Board of Directors in the event the nominee who would otherwise receive the votes is unavailable or unable to serve as a candidate for election as a director. The Board of Directors has no reason to believe that any of the nominees, each of whom currently serves on the Board of Directors, will be unavailable or unable to serve if elected.

The Board of Directors believes that each of the director nominees and continuing directors is well qualified to serve on the Board of Directors, and each of the nominees brings his or her particular business, industry and financial experience and expertise to the Board of Directors. The Board of Directors believes that the backgrounds and qualifications of all of the directors, considered as a group, provide a complementary blend of diversity, experience, knowledge, and abilities.

The following paragraphs give the name and age of each director nominee, as well as each nominee’s business experience over the last five years or more. Immediately following the description of each nominee’s business experience is a description of the particular experience, skills and qualifications that were instrumental in the Nominating and Corporate Governance Committee’s determination that the nominee should serve as a director of the Corporation.

LOGO

Howard M. Berk (age ~~58)~~59)

Mr. Berk has served on the Corporation’s Board of Directors since 2009. Since 2021, Mr. Berk has ~~been a~~served as Senior Advisor of BDT & MSD Partners, a merchant bank with an advisory and investment platform. From 2002 to 2021, Mr. Berk was a Partner at MSD Capital/MSD Partners, L.P., a private investment firm. From 1998 to 2002, Mr. Berk was managing director of TG Capital Corp., an investment group that manages the capital of a single family and acquires and invests in both public and private companies. From 1995 to 1998, Mr. Berk was with The Stenbeck Group, acquiring and managing businesses in multiple countries. Prior to that, he was with Goldman, Sachs & Co., where he worked in the principal investment area, as well as the mergers and acquisitions department. Mr. Berk’s qualifications to sit on the Corporation’s Board of Directors include his experience in dealing with public company boards of directors from a public investor perspective and his experience in finance and managing and investing private capital.

• Member of the Audit Committee

• Chair of the Compensation Committee

~~Susan M. Collyns (age 56)~~

Ms. Collyns is a Senior Advisor to The Beachbody Company and was formerly the President and Chief Financial Officer of The Beachbody Company, a health, fitness, and nutrition company, from August 2014 to May 2022. Previously, Ms. Collyns served as the Chief Financial Officer of Dun and Bradstreet Credibility Corp., a financial data subscription business, from July 2012 to August 2014. From 2001 to 2011, Ms. Collyns served as Chief Financial Officer and Chief Operating Officer of California Pizza Kitchen, Inc. Ms. Collyns served on the board of directors of Waitr Holdings Inc. from May 2019 to November 2019 and was the chair of its compensation committee and the chair of its audit committee. Ms. Collyns previously served on the board of directors and audit committee of Potbelly, Inc. from May 2018 to May 2019. Ms. Collyns also served on the board of directors of Zoe’s Kitchen, Inc. from February 2014 to November 2018, where she served as the chair of the audit committee and was a member of the nominating and governance committee. Ms. Collyns’ qualifications to sit on the Corporation’s Board of Directors include her deep and pertinent restaurant and food service industry insight and her expertise in accounting, finance and operations.


60		59

~~2023~~2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

LOGO

Richard J. Dahl (age ~~71)~~72)

Mr. Dahl serves as ~~the Corporation’s independent~~ Chairman of the Board of Directors ~~a position he has held since September 2017. From March 2017 to September 2017, Mr. Dahl served as the Chairman~~ of the Board of Directors and Interim Chief Executive Officer of the Corporation. He also served briefly as Interim President, Applebee’s Business Unit in March 2017 prior to Mr. Cywinski’s appointment to that role.Dine Brands Global, Inc. He has served on the Corporation’s Board of Directors since 2004 and assumed the role of Chairman of the Board of Directors in 2017. Mr. Dahl served as the Corporation’s Lead Director from January 2010 to March 2017. Mr. Dahl served onas the ~~board~~Chairman of ~~directors~~the Board of Directors of the James Campbell Company LLC, a ~~privately-held,~~ nationally diversified real estate company, from 2010 to May ~~2019~~2018, and previously served as the ~~president~~President and ~~chief executive officer~~Chief Executive Officer of James Campbell Company LLC from August 2010 to December ~~2016 and the chairman of the board of directors from 2010 to May 2018.~~2016. He has been a member of the ~~board~~Board of ~~directors~~Directors of Hawaiian Electric Industries, Inc. ~~since January 2017 and served as a member of the board of directors of its subsidiary Hawaiian Electric Company, Inc.,~~ from January 2017 ~~to May 2019~~until August 2023 and currently serves as the Chairman of the Board of American Savings Bank, ~~from September 2022 to~~a wholly owned subsidiary of Hawaiian Electric Industries, Inc. He will conclude his tenure on the ~~present. He has been a member~~Boards of ~~the boards of directors~~Directors of IDACORP, Inc. and its ~~principal~~primary subsidiary, Idaho Power Company, effective May 2024. Having been a board member of Idaho Power Company since 2008, he also held the position of Chairman from May 2019 and ~~has been chairman of the boards since~~will serve until May ~~2019.~~2024. He served as a member of the ~~board~~Board of ~~directors~~Directors of International Rectifier Corporation from February 2008 to January 2015 and as ~~chairman~~Chairman of the ~~board~~Board from May 2008 to January 2015. Mr. Dahl also served on the ~~board~~Board of ~~directors~~Directors and as ~~president~~President and ~~chief operating officer~~Chief Operating Officer of Dole Food Company, Inc. from 2004 to 2007. ~~Mr. Dahl’s qualifications to sit on~~

• Member of the ~~Corporation’s Board of Directors include his experience in senior management of public~~Nominating and private companies, including service as chairman, president, chief executive officer, chief operating officer and chief financial officer, his experience on the boards of directors of public companies, including service as the former chairmanCorporate Governance Committee

• Member of the Audit Committee ~~of the Corporation and on the audit committees of other public companies and his experience as a certified public accountant.~~

LOGO

Michael C. Hyter (age ~~66)~~67)

Mr. Hyter has served on the Corporation’s Board of Directors since July 2020. Mr. Hyter has served as the President and Chief Executive Officer of the Executive Leadership Council since March 2021, a membership organization for Black CEOs, board directors, and senior executives. Mr. Hyter was the Chief Diversity Officer at Korn Ferry International, an organizational and people advisory firm, from June 2020 to February 2021, and was Managing Partner of Korn Ferry International from September 2012 to June 2020. Previously, Mr. Hyter served as the President and Managing Partner of Global Novations LLC, a provider of diversity, inclusion, and leadership development solutions, from 2006 to September 2012. From 2001 to 2006, Mr. Hyter served as President and Chief Executive Officer of Novations LLC. Mr. Hyter’s qualifications to sit on the Corporation’s Board of Directors include his prior experience in senior executive positions, his experience in management, and his leadership in diversity and inclusion-driven corporate growth strategies.

• Member of the Nominating and Corporate Governance Committee

• ESG Board Liaison

LOGO

Caroline W. Nahas (age 75)

Ms. Nahas has served on the Corporation’s Board of Directors since 1992. She currently serves as a Senior Advisor to Korn Ferry, an organizational and people advisory firm, having previously served as Vice Chair of Korn/Ferry International from January 2015 to 2020. From 1998 to 2015, she held the position of managing director, Southern California, or similar positions at Korn/Ferry International, while previously serving as a member of the executive committee of Korn/Ferry International from 1995 until 1998. Ms. Nahas currently serves as Board Chair of the UCLA Anderson School of Management-Board of Visitors. Ms. Nahas is the former chairman of the board of directors of the United Way of Greater Los Angeles. She has also previously served as Director of Whittier Trust and Trustee of Scripps College.

• Chair of the Nominating and Corporate Governance Committee

• Member of the Compensation Committee


60

~~2023~~2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

~~Carline W. Nahas (age 74)~~

Ms. Nahas has served on the Corporation’s Board of Directors since 1992. She has served as Senior Advisor of Korn Ferry, an organizational and people advisory firm, since September 2019 and previously served as Vice Chair of Korn Ferry from January 2015 to September 2019. From 1998 to 2015, she held the position of managing director, Southern California, or similar positions, at Korn/Ferry International. She also served as a member of the executive committee of Korn/Ferry International from 1995 until 1998. Ms. Nahas is the former chairman of the board of directors and served in various capacities on the board of the United Way of Greater Los Angeles. Ms. Nahas currently serves as Chair of the Board of Advisors of the UCLA Anderson School of Management, previously serving as Vice Chair and Executive Committee member of the Board. She previously served as a director of the Los Angeles Chamber of Commerce and Town Hall Los Angeles. Ms. Nahas’ qualifications to sit on the Corporation’s Board of Directors include her experience in a senior executive position with a professional services firm, her expertise in executive recruiting, human resources and compensation matters, and her leadership experience on for-profit and not-for-profit boards of directors.

LOGO

Douglas M. Pasquale (age ~~68)~~69)

Mr. Pasquale has served on the Corporation’s Board of Directors since March 2013. He ~~has served~~currently serves as ~~chief executive officer~~Chief Executive Officer of ~~Capstone Enterprises Corporation, an~~the investment and consulting firm Capstone Enterprises Corporation, a position he has held since January 2012. From September 2021 through March 2022, Mr. Pasquale served as Interim CEO of Sunstone Hotel Investors, a lodging REIT, and served as Executive Chairman of Sunstone Hotel Investors through August 2022.He currently serves on three other NYSE Boards including the historic Alexander & Baldwin, Inc. since 2012. Mr. Pasquale served as Nationwide Health Properties’ chairman of the board of directors from 2009 to 2011, ~~president~~President and ~~chief executive officer~~Chief Executive Officer from 2004 to 2011, and ~~executive vice president~~Executive Vice President and ~~chief operating officer~~Chief Operating Officer from 2003 to 2004. ~~Mr. Pasquale~~He also served as a ~~director~~Director of Nationwide Health Properties from 2003 to ~~2011. He also served on the board of directors of Ventas, Inc. from~~ 2011, ~~to May 2017. Mr. Pasquale has served on the board of directors of Alexander & Baldwin, Inc. since 2005,~~ Terreno Realty Corporation since 2010 and Sunstone Hotel Investors, Inc. since 2011. Mr. ~~Pasquale’s qualifications to sit on~~Pasquale is a successful leader in the ~~Corporation’s Board of Directors include his prior~~real estate industry with extensive experience and skills in ~~senior executive positions at public and private companies, his experience in~~leadership, management, ~~accounting,~~ finance, mergers and acquisitions and strategic ~~planning,~~planning. Mr. Pasquale received his B.S. degree in Accounting and his ~~service on~~M.B.A. degree with highest honors from the ~~boards~~University of ~~directors~~Colorado and guest lectures at several universities.

• Chair of ~~public and private companies.~~the Audit Committee

LOGO

John W. Peyton (age ~~56)~~57)

Mr. Peyton has served as the Chief Executive Officer of the Corporation since January 2021. Mr. Peyton served as President and Chief Executive Officer of Realogy Franchise Group from 2016 to December 2020. Prior to Realogy, Mr. Peyton spent 17 years with Starwood Hotels and Resorts Worldwide, holding various positions including Chief Marketing Officer, Senior Vice President of Global Operations and Chief Operations Officer, North America Hotel Division, among others. Mr. Peyton’s qualifications to sit on the Corporation’s Board of Directors include his insight into our operations and strategy as Chief Executive Officer as well as his extensive prior experience in senior leadership roles.


62

~~2023 PROXY STATEMENT~~

~~MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING~~

LOGO

Martha C. Poulter (age ~~55)~~56)

Ms. Poulter has served on the Corporation’s Board of Directors since September 2021. Ms. Poulter is Senior Vice President and Chief Information Officer for Royal Caribbean Group, a global cruise ~~holding~~ company. In this role, she leads Royal Caribbean Group’s global IT team both on shore and shipboard across multiple brands including Royal Caribbean International, Celebrity Cruises, and Silversea Cruises. Prior to joining Royal Caribbean in 2018, Ms. Poulter was Executive Vice President and Chief Information Officer at Starwood Hotels & Resorts Worldwide, Inc. Before joining Starwood in 2014, Ms. Poulter served as Vice President and Chief Information Officer at GE Capital with global responsibility for IT strategy and operations. Ms. Poulter holds a B.S.E. degree in Computer Science and Engineering from the University of Connecticut and completed her M.B.A. at the University of New Haven. Ms. Poulter’s qualifications to sit on the Corporation’s Board of Directors include her many years of information and IT operations leadership experience in various industries, including hospitality and financial services.

• Member of the Audit Committee

• Cyber Security Liaison


		61

2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

LOGO

Matthew T. Ryan (age 61)

Mr. Ryan joined the Corporation’s Board of Directors in March 2024. He currently serves as Chief Executive Officer of Soli Organic, the market leader in organic controlled environment agriculture since 2021. Matt brings to the table over 35 years of experience at blue chip growth companies in retail, CPG and entertainment, including Starbucks and The Walt Disney Company. He was the Executive Vice President, Chief Marketing Officer of Starbucks from 2018-2020. He has also held strategic planning roles with several national and international advertising agencies and currently serves on the Board of Directors for Kaiser Permanente Heath Plan and Hospitals. Mr. Ryan’s qualifications to sit on the Corporation’s Board of Directors include his franchise experience across the restaurant and hospitality industries.

• Member of the Audit Committee

LOGO

Arthur F. Starrs (age ~~46)~~47)

Mr. Starrs has served on the Corporation’s Board of Directors since May 2023. Mr. Starrs is Chief Executive Officer of Topgolf International, Inc., a sports entertainment company, and has served in such capacity since April 2021. Mr. Starrs is responsible for Topgolf’s global businesses which include domestic and international Topgolf venues, Toptracer, and Topgolf Media. Prior to Topgolf, Mr. Starrs was the Global CEO of Pizza Hut, a division of Yum! Brands and global restaurant business, from July 2019 until April 2021. He was President of Pizza Hut U.S. from April 2016 to July 2019, General Manager of Pizza Hut U.S. October 2015 to April 2016. Prior to that he served as Chief Financial Officer of Pizza Hut U.S. from January 2014 to October 2015 and Vice President – Finance from August 2013 to December 2013. He previously served on the board of directors for Grubhub, Inc. and currently serves as a board member for Five Iron Golf. He is a member of numerous non-profit boards, including The First Tee of Greater Dallas, First Book, The Greater Dallas Youth Orchestra, and Greenhill School. Mr. Starrs’ qualifications to sit on the Corporation’s Board of Directors include his franchise experience across the restaurant and hospitality industries, his experience in management and finance, and his service on the boards of directors or public and private companies.

LOGO

Lilian C. Tomovich (age ~~55)~~56)

Ms. Tomovich has served on the Corporation’s Board of Directors since January 2017. Ms. Tomovich has served as the Chief Marketing Officer of Barclays US Consumer Bank since September 2021. Ms. Tomovich served as the Chief Marketing Officer of Grove Collaborative, a home essentials company, from August 2020 to February 2021. She served as the Chief Experience Officer and Chief Marketing Officer for MGM Resorts International, a global hospitality company, from July 2014 to December 2019. Ms. Tomovich served as the Senior Vice President, US Consumer Marketing for MasterCard Worldwide, a global payments solutions company, from 2013 to 2014 and was the country head of Marketing for Canada from 2010 to 2013. Ms. Tomovich’s qualifications to sit on the Corporation’s Board of Directors include her 25 years of marketing experience across all channels in the hospitality, retail, financial services, and telecom industries.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION

OF ALL OF THE DIRECTOR NOMINEES.


62		63

~~2023~~2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE CORPORATION’S INDEPENDENT AUDITOR FOR THE ~~2023~~2024 FISCAL YEAR

Ernst & Young LLP served as the Corporation’s independent auditor for the fiscal year ended December 31, ~~2022~~2023 and the Audit Committee has unanimously selected Ernst & Young LLP to serve as the Corporation’s independent auditor for the fiscal year ending December 31, ~~2023.~~2024.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. If stockholders do not approve this proposal, the Audit Committee will reconsider the appointment of Ernst & Young LLP as the Corporation’s independent auditor.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE “FOR” THE

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE CORPORATION’S INDEPENDENT

AUDITOR FOR THE ~~2023~~2024 FISCAL YEAR.

PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, the Board of Directors provides stockholders with the opportunity to cast an advisory vote on the Corporation’s executive compensation. Pursuant to an advisory vote at our ~~2017~~2023 annual meeting, our stockholders elected to hold such advisory votes on an annual basis until the next vote regarding the frequency of future advisory votes, which will occur at the ~~Annual Meeting (Proposal Four).~~annual meeting in 2029.

The core of the Corporation’s executive compensation policies and practices continues to be to pay-for-performance. Our executive officers are compensated in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. The Board of Directors believes the Corporation’s compensation programs and policies are strongly aligned with the long-term interests of the stockholders of the Corporation.

Stockholders are urged to read the “Compensation Discussion and Analysis” section of this proxy statement for additional details on executive compensation, including the Corporation’s compensation philosophy and objectives and the ~~2022~~2023 compensation of the Corporation’s NEOs.

The Board of Directors recommends that stockholders indicate their support for the compensation of the Corporation’s NEOs and the Corporation’s compensation philosophy as described in this proxy statement by approving the following resolution:

“RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the Corporation’s proxy statement for the ~~2023~~2024 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the ~~2022~~2023 Summary Compensation Table, other compensation tables, narrative discussion and related disclosure.”

Although this vote is advisory and therefore non-binding on the Corporation, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our NEOs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL,

ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE CORPORATION’S NAMED

EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.


64		63

~~2023~~2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

PROPOSAL FOUR: ~~APPROVAL, ON AN ADVISORY BASIS, OF WHETHER THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS~~A STOCKHOLDER PROPOSAL REGARDING CLIMATE CHANGE POLICIES AND CLIMATE CHANGE RISK DISCLOSURES

~~Pursuant to Section 14A~~The Corporation received from The Accountability Board (the “Accountability Board”) the following stockholder proposal (for purposes of this section, the Exchange Act, stockholders are being asked to vote on the frequency of future stockholder advisory votes on executive compensation – whether an advisory vote on our executive compensation should be held every one, two or three years. Stockholders also may abstain from voting on this proposal. We currently hold advisory votes on executive compensation annually, consistent with the recommendation of our stockholders“Accountability Board Proposal”) for action at the ~~2017 annual meeting. Stockholders are provided an opportunity to vote on the frequency of future stockholder advisory votes on executive compensation~~Annual Meeting. The Accountability Board has indicated that it has continuously held at least ~~once every six years.~~

~~We believe that it is important to give our stockholders the opportunity to provide input on our executive compensation~~$25,000 in a consistent and meaningful manner. As such, the Board of Directors believes that our stockholders should continue to have the opportunity to voice their approval or disapproval of our executive compensation each year. The Board of Directors believes that annual votes will facilitate the highest level of accountability to and communication with our stockholders.

~~Although this vote is advisory and therefore~~ ~~non-binding~~ ~~on the Corporation, the Board of Directors and the Compensation Committee~~market value the opinions of our stockholders and will consider the outcome of the vote when determining the frequency with which advisory votes on executive compensation should be held. Stockholders may vote for the frequency of future advisory votes on executive compensation to occur every “one year,” “two years,” “three years,” or stockholders may abstain from voting on this proposal.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EVERY “ONE YEAR” AS THE~~

~~FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE CORPORATION’S NAMED~~

~~EXECUTIVE OFFICERS.~~

~~PROPOSAL FIVE: AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS TO AMEND THE BYLAWS~~

~~Background~~

After careful consideration and upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors recommends that the Corporation’s stockholders approve and adopt an amendment to the Charter to eliminate supermajority voting requirements for stockholders to amend the Corporation’s Bylaws.

The Board of Directors is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders. The Charter currently requires that the affirmative vote of holders of at least eighty percent (80%) of the combined voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors is required to amend certain provisions of the Corporation’s ~~Bylaws (the “Supermajority Vote Requirement”). The Corporation established~~securities entitled to be voted on the ~~Supermajority Vote Requirement~~Accountability Board Proposal for at ~~a time when it was critical~~least one year, and confirmed its intention to ~~protect~~continue to hold those securities through the ~~interests of stockholders by ensuring that changes to certain provisions~~date of the Corporation’s Bylaws have the support of a broad consensus of all stockholders. Such provisions relate to special meetings of stockholders (Article II, Section 3), notice of business requirements (Article II, Section 8), the number and election of directors (Article III, Section 1), director nomination requirements (Article III, Section 2), removal of directors (Article III, Section 3), director vacancies (Article III, Section 4), indemnification (Article VIII) and bylaw amendments (Article IX). If the Corporation’s stockholders approve and adopt the proposed amendment to eliminate the Supermajority Vote Requirement, theAnnual Meeting.

The Accountability Board ~~of Directors~~Proposal will be ~~able to amend all~~voted on at the Annual Meeting upon proper presentation by the Accountability Board. The following text of the ~~Corporation’s Bylaws, without further action~~Accountability Board Proposal and supporting statement appears exactly as received by the Corporation. All statements contained in the Accountability Board Proposal are the sole responsibility of the ~~stockholders, pursuant~~Accountability Board.

LOGO

RESOLVED:Shareholders request that within six months, Dine Brands publish a report that (1) explains the Board’s governance practices with respect to ~~clause (b)~~determining climate change policies and the company’s lack of ~~Article FIFTH~~climate change risk disclosures and (2) adopts measurable targets for reducing emissions, thereby furthering its professed commitment to addressing climate change.

SUPPORTING STATEMENT:

Dear fellow shareholders,

In Dine’s 2022 ESG Report, CEO John Peyton said the company’s “long-term success is intimately linked” to the communities it serves, so it pays “very close attention to the factors affecting those communities, including…climate change[.]”

But Dine hasn’t published any targets for measurably reducing its greenhouse gas emissions. And incredibly, climate change isn’t even acknowledged or mentioned in its 10-K risk disclosures; even in filings certified by Mr. Peyton himself, the phrase “climate change” has never appeared.

Surely, this must raise substantial governance questions about the Board’s analysis and management of such a socially and materially consequential concern. After all, a board asleep at the wheel through the climate crisis would be a nightmare for shareholders.

Compare, for example, Dine’s lackof climate change risk disclosures to the extensivedisclosures of other restaurant companies which correlate this significant policy issue to material risks that could jeopardize the delivery of durable financial returns. McDonald’s, for example, publishes a comprehensive “Climate Risk and Resiliency” report and Yum! Brands issued a “Taskforce on Climate-related Financial Disclosures” report.

Beyond McDonald’s and Yum!, some of the ~~Charter.~~

~~After considering~~other food companies whose 10-Ks disclose climate risks include Aramark, Bloomin’ Brands, Brinker, Cal-Maine, Chipotle, Coca-Cola, Conagra, Costco, Cracker Barrel, Darden, Denny’s, Domino’s, El Pollo Loco, Fiesta Restaurant Group, First Watch, General Mills, Hormel, Jack in the ~~advantages~~Box, Kraft Heinz, Kroger, McDonald’s, Noodles and ~~disadvantages~~Co., Papa John’s, PepsiCo, Pilgrim’s Pride, Post, Potbelly, Red Robin, Restaurant Brands International, Ruth’s Hospitality, Shake Shack, Starbucks, Sysco, Target, The Cheesecake Factory, Tyson Foods, US Foods, Walmart, and Wendy’s.

(Some disclosure examples are at TABholdings.org/Climate.)

Further, in terms of its approach to addressing the ~~Supermajority Vote Requirement,~~climate crisis, though Dine says it’s “aligned” with the ~~Board~~U.N. Sustainable Development Goal of ~~Directors has determined that this amendment is responsive~~taking “urgent action to ~~the prevailing views regarding best corporate governance practices~~combat climate change,” it just vaguely describes its “focus” as ~~evidenced by the fact that many~~being to “engage” vendors/franchisees to reduce emissions. What’s missing are forward-looking targets for measurably reducingemissions—something McDonald’s and other ~~public~~ companies have transitioned away from supermajority vote requirements for amendments to bylaws by a corporation’s stockholders. On balance, and in contemplation of the considerations described above, the Board of Directors believes this action is in the best interests of the Corporation and its stockholders.established.


64		65

~~2023~~2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

The ~~Board~~incongruity between so many other companies’ climate change risk disclosures (including from Dine’s competitors and suppliers alike), Mr. Peyton’s previous comments about climate change, and Dine’s total lack of ~~Directors also considered that, under certain circumstances, supermajority voting requirements can provide benefits~~climate change risk disclosures—coupled with its lack of measurable emission reduction goals—gives rise to considerable concerns regarding the ~~Corporation~~Board’s role in overseeing this significant policy matter.

As such, we believe meaningful disclosures and its stockholders by making it more difficult for one or a few large stockholders to facilitate a takeover of the Corporation or implement certain fundamental changes to the Corporation without more widespread stockholder support. commitments are now required.

Thank you.

Contact: DIN@TABholdings.org

THE BOARD OF DIRECTORS’ RESPONSE TO THE STOCKHOLDER PROPOSAL

The Board of Directors ~~continues to believe~~recommends that ~~requiring a supermajority~~you vote ~~to amend certain provisions~~AGAINST this proposal.

The Board of Directors has carefully considered the above proposal and, for the reasons set forth below, believes that it is not in the best interests of the ~~Charter can facilitate corporate governance stability by requiring broad stockholder support in order to effect fundamental changes.~~

~~Conforming Change to the Bylaws~~Corporation and our stockholders.

The Corporation, including its Board of Directors and management team, is highly focused on the significance of climate change, the environmental impact of the Corporation’s ~~Bylaws currently include~~business and operations, and reduction of the Corporation’s emissions. Further, the Corporation acknowledges that these issues are of increasing importance to our stockholders, stakeholders and the neighborhoods and communities we serve, and, as outlined below, we believe we are appropriately addressing these issues. The Board of Directors believes that adopting the proposal and preparing the requested report is unnecessary, and that preparing such report would be duplicative of existing efforts, overly burdensome and an inefficient use of the Corporation’s resources in light of the Corporation’s existing efforts on these topics.

Governance Practices with Respect to Climate Change

First, the proposal requests that the Corporation publish a ~~conforming supermajority stockholder vote requirement~~report explaining the Board of Directors’ governance practices with respect to ~~amendments to~~determining climate change policies. However, the Corporation already outlines such governance practices in its ESG Report and in this Proxy Statement.

Annually, the Corporation publishes a comprehensive ESG Report, which is generally released in May of each year and available on the Corporation’s ~~Bylaws. Conditional upon~~website. The ESG Report underscores the ~~approval~~Corporation’s commitment to ESG matters affecting our neighborhoods and ~~adoption by~~communities, including with respect to climate change matters. Of note, the ~~stockholders~~ESG Report discusses the Board of Directors’ role in overseeing and supporting ESG initiatives. The ESG Report details the ~~proposed amendment~~structures, teams and committees in place at the Corporation to ~~eliminate the Supermajority Vote Requirement and the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as described below,~~take a comprehensive approach in addressing ESG matters, including climate change.

As noted elsewhere in this Proxy Statement, the Board of Directors and each of its committees have an active role in overseeing the Corporation’s ESG strategy and risks. In particular, the Nominating and Corporate Governance Committee reviews and oversees the Corporation’s actions on issues related to corporate social responsibility, sustainability (including climate change), philanthropy, and other matters associated with the Corporation’s participation as a global corporate citizen, including the associated risks.

Climate Change Risk

Second, the proposal requests that the report include an explanation for the Corporation’s lack of climate change risk disclosure. However, in the Corporation’s Annual Report on Form 10-K for fiscal year 2023, the Corporation included specific risk factors discussing the potential impact of climate change on restaurant sales and operations and the supply chain, including the availability and cost of ingredients, and the Corporation’s business continuity plan in light of natural disasters that may be caused by climate change. Further, in the Corporation’s most recent ESG Report, the Corporation includes a “Materiality Matrix”, ranking relevant ESG issues by importance to stockholders and significance of the issues’ impact on the Corporation’s ESG efforts. The categories of climate change management, energy and greenhouse gas management, sustainable sourcing, sustainable packaging, and water management are all included therein.

Targets for Reducing Emissions

Finally, the proposal requests that the Corporation adopt measurable targets for reducing emissions. However, the Corporation does not believe that setting such targets are appropriate at this time, and instead the Corporation has ~~approved an amendment~~adopted a broader strategy to ~~Article IX, Section 1~~combat climate change.


		65

2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

As discussed in last year’s ESG Report, the Corporation’s climate accountability strategy aligns with several United Nations Sustainable Development Goals, including Goal #13: Take urgent action to combat climate change. As concrete examples of the Corporation’s ~~Bylaws substantially~~efforts in furtherance of that goal, the Corporation has:

Approved key kitchen equipment lists for Applebee’s and IHOP that identify energy star and more energy efficient equipment as part of the brands replacement strategy.

Instituted water conservation efforts via smarter equipment that have saved an estimated 911 million gallons annually across participating US locations.

Continued to test new technologies to reduce energy consumption at the restaurant level.

Reduced emissions by donating food instead of contributing food waste to the landfill in partnership with Hope of the Valley Rescue Mission for food donations from the Glendale Restaurant Support Center, donating over 15 metric tons of food in 2022, which equals 28,070 meals recovered, saving 24.49 tons of carbon dioxide emissions. Further, Since 2020, Applebee’s, IHOP, and their domestic franchisees donate on average 26 metric tons of food annually to their local communities through distribution centers. In 2022, over 23 metric tons were donated by distribution centers, which equals 43,567 meals recovered, saving 38.01 tons of carbon dioxide emissions.

Conducted an annual assessment of energy, water use and waste production at our 69 former company-owned restaurants and 1,053 U.S. franchise locations as of 2022 (including Scope 1 and Scope 2 emissions of then company-owned Applebee’s and Scope 3 on waste of the participating franchisees and then-company-owned Applebee’s).

Reinstated the paper recycling program at the Glendale Restaurant Support Center after implementing the return to office and implemented the paper recycling program the Pasadena Restaurant Support Center, along with oil recycling and coffee pod recycling.

•

Utilized Ecolab in-restaurant solutions at participating restaurants to reduce the consumption of carbon dioxide emissions with product application, which saved an estimated 8.6 million gallons of water and 146,000 therms of energy, and helped avoid 387,550 pounds of waste in 2022. This equals 789 metric tons of CO2e saved—equivalent to the annual emissions of 166 passenger vehicles.

Implemented new thermoformed sustainable food packaging design leading to an annual avoided impact of 615 metric tons of carbon dioxide in greenhouse gas emissions, 155,000 cubic meters of water consumed and 87 metric tons of polypropylene consumption in our Applebee’s restaurants.

The above examples, which are described in the ~~form included in Appendix B~~Corporation’s latest ESG Report, are just a subset of the steps being taken by the Corporation to ~~this proxy statement~~combat climate change and advance other ESG goals.

The Board and management will continue to ~~eliminate~~evaluate the ~~supermajority stockholder vote requirement~~Corporation’s climate change disclosures, goals and initiatives. The Corporation intends to continue to publish ESG Reports on an annual basis which includes detailed information on our goals, targets, and progress with respect to ~~amendments to~~climate change. For example, the ~~Corporation’s Bylaws. The effectiveness of the foregoing amendment to the Corporation’s Bylaws is conditioned upon,~~most recent ESG Report included Scope 1 and ~~would only take effect concurrently with, the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.~~

~~Proposed Amendment~~

~~The proposed amendment to Article EIGHTH of the Charter is as follows, with deleted text stricken:~~

~~The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation or in the~~ ~~By-Laws~~ of the Corporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation, provided, however, that subject to the powers and rights provided for herein2 emissions data with respect to ~~Preferred Stock issued~~company-owned restaurants through October 2022, and we intend to include similar data in the future. In addition, the Corporation has hired an independent third party to assess the Corporation’s current ESG reporting practices and how these disclosures can be enhanced in the future, including in relation to climate change.

Conclusion

We do not believe that stockholders will gain any value from a separate report explaining the Board’s governance practices with respect to determining climate change policies and risk disclosures or adopting specific targets for emissions as requested by the ~~Corporation, if any, but notwithstanding anything else contained~~proponent. Additionally, we believe that the use of our resources in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least eighty percent (80%) of the combined voting power of all of the then outstanding shares of capital stock entitled to vote generallyproducing such a report and adopting such targets is not in the ~~election~~best interest of ~~directors, voting together as a single class, shall be required to alter, amend, rescind or repeal~~ ~~(i)~~ ~~Article FOURTH, Article FIFTH, Article SIXTH, Article SEVENTH or this Article EIGHTH of this Restated Certificate of Incorporation or to adopt any provision inconsistent therewith~~ ~~or (ii) Section~~ ~~3 or 8 of Article II, Section~~ ~~1, 2, 3 or 4 of Article III, Article VIII or Article IX of the~~ ~~By-Laws~~ ofstockholders, particularly when the Corporation orhas been transparent regarding its commitment to ~~adopt any provision inconsistent therewith~~.a combatting climate change.

The full text of the proposed Amended and Restated Certificate of Incorporation, including the additional proposed amendments discussed in Proposal Six of this proxy statement, is included in Appendix B to this proxy statement.

The affirmative vote of the holders of 80% of the outstanding shares of our common stock is required to authorize the proposed amendment to the Charter. If this proposal to amend the Charter is approved and adopted by our stockholders, we will file an Amended and Restated Certificate of Incorporation for the Corporation with the Secretary of State of the State of Delaware shortly after the Annual Meeting that includes the above-described amendment. If this proposal to amend the Charter is not approved and adopted, the above-described amendment will not become effective. The Amended and Restated Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware shortly after the Annual Meeting will also include the amendments described in Proposal Six, if those amendments are also approved and adopted by stockholders.

FOR THESE REASONS, THE BOARD OF DIRECTORS ~~UNANIMOUSLY~~ RECOMMENDS THAT STOCKHOLDERS

VOTE ~~FOR~~AGAINST THIS PROPOSAL.


66

~~2023~~2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

PROPOSAL ~~SIX: AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW~~

~~Background~~

The Delaware General Corporation Law (the “DGCL”) was recently amended to permit Delaware companies to exculpate their officers, in addition to their directors, for personal liability in certain actions. After careful consideration, the Board approved and adopted an amendment and restatement of the Charter to include the exculpation of officers pursuant to these recent amendments to the DGCL, subject to the approval of our stockholders.

As amended, the DGCL only permits, and our proposed amendment would only permit, exculpation of officers for claims that do not involve breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. In addition, the exculpation of officers would not apply to claims brought by or in the right of the Corporation, such as derivative claims. If the proposed amendment is adopted, the types of claims that would be barred against certain senior officers are a subset of those claims that are already barred against directors under the Charter, as permitted by Delaware law.

Officers, like directors, are exposed to a substantial risk of lawsuits or proceedings seeking to impose personal monetary liability. Officer exculpation is intended to enable our officers to exercise their business judgment in furtherance of the interests of our stockholders while minimizing the potential for distraction posed by frivolous lawsuits and costs which are often borne by the Corporation either directly, through indemnification, or indirectly through higher insurance premiums. Without officer exculpation, the potential for such frivolous claims may impede the Corporation’s ability to attract and retain quality executives to work on its behalf, present barriers to the Corporation’s ability to accomplish its business objectives due to the diversion of management attention and result in a waste of corporate resources.

The Board believes that eliminating personal monetary liability for officers under the circumstances permitted by the DGCL is reasonable and appropriate. This limitation provides the proper balance between stockholders’ interest in accountability and their interest in limiting the assertion of potentially frivolous claims for negligence. We expect that many of our peers incorporated in Delaware, with whom we compete for executive talent, will adopt exculpation clauses that limit the personal liability of officers in their Certificates of Incorporation. Although the amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer, we believe a failure to adopt the proposed amendment could impact our recruitment and retention of exceptional officer candidates who may conclude that, without the protection of exculpation, the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Corporation.

Taking into account the limits on the type of claims for which officers’ liability would be exculpated, and the benefits the Board believes would accrue to the Corporation and its stockholders, the Board determined that it is in the best interests of the Corporation and our stockholders to amend the Charter as described herein.

~~Proposed Amendment~~

~~The proposed amendment to Article FIFTH, paragraph (e) of the Charter is as follows, with added text underlined and deleted text stricken:~~

~~No director~~ ~~or officer~~ ~~shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director~~ ~~or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as it presently exists or may hereafter be amended from time to timeexcept for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii)~~ ~~for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)~~ ~~pursuant to Section~~ ~~174 of the DGCL or (iv)~~ ~~for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article FIFTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director~~ ~~or officer~~ ~~of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.~~ ~~For purposes of this Article FIFTH, paragraph (e), “officer” shall have the meaning provided in Section~~ ~~102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time.~~


		67

~~2023 PROXY STATEMENT~~

~~MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING~~

The full text of the proposed Amended and Restated Certificate of Incorporation, including the additional proposed amendments discussed in Proposal Five of this proxy statement, is included in Appendix B to this proxy statement.

The affirmative vote of the holders of 80% of the outstanding shares of our common stock is required to approve and adopt the proposed amendment to the Charter. If this proposal to amend the Charter is approved and adopted by our stockholders, we will file an Amended and Restated Certificate of Incorporation for the Corporation with the Secretary of State of Delaware shortly after the Annual Meeting that includes the above-described amendment. If this proposal to amend the Charter is not approved and adopted, the above-described amendment will not become effective. The Amended and Restated Certificate of Incorporation to be filed with the Secretary of State of Delaware shortly after the Annual Meeting will also include the amendments described in Proposal Five, if those amendments are also approved and adopted by stockholders.

~~FOR THESE REASONS, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS~~

~~VOTE FOR THIS PROPOSAL.~~

~~PROPOSAL SEVEN:~~FIVE: A STOCKHOLDER PROPOSAL ~~TO PRODUCE A REPORT RELATING TO THE CORPORATION’S CAGE-FREE EGG COMMITMENT~~REGARDING GROUP-HOUSED PORK

The Corporation received from The Humane Society of the United States (“HSUS”) the following stockholder proposal (for purposes of this section, the “HSUS Proposal”) for action at the Annual Meeting. HSUS has indicated that it has held at least $2,000 in market value of the Corporation’s securities entitled to be voted on the HSUS Proposal for at least ~~one year,~~three years, and confirmed HSUS’s intention to continue to hold those securities through the date of the Annual Meeting.

The HSUS Proposal will be voted on at the Annual Meeting upon proper presentation by HSUS. The following text of the HSUS Proposal and supporting statement appears exactly as received by the Corporation. All statements contained in the HSUS Proposal are the sole responsibility of HSUS.

~~HSUS Proposal~~RESOLVED

~~THEREFORE, BE IT RESOLVED:~~: Shareholders ask Dine Brands to ~~disclose any updated cage-free egg~~establish (and publish) measurable targets ~~it may have with the goal of accelerating~~for switching to group-housed pork in its ~~progress. If the company has no such updated targets,~~U.S. restaurants, then ~~shareholders ask it to develop and disclose~~regularly report progress meeting them. ~~This should happen within six months of the 2023 annual meeting, at a reasonable cost, and omitting proprietary information.~~

Supporting Statement:

~~This proposal simply seeks updated disclosure from Dine Brands regarding one of its longtime ESG commitments. Corporate accountability for significant policy commitments, particularly those relating~~Concerns have arisen about Dine’s approach to ~~ESG matters, is being subjected to increasing public~~an ethically and ~~stakeholder scrutiny.~~materially important issue. Here’s the background:

In ~~2022,~~2013, Dine pledged to eliminate gestation crates from its pork supply by 2020. These cages repeatedly lock pigs into restrictive solitary confinement for months or weeks on end, preventing them from even turning around.

Dine’s pledge made sense, given animal welfare’s ethical and material consequences. For example, ~~irregularities~~Dine’s recent 10-Ks list animal welfare as one issue that can “have a material adverse effect on our business or financial condition.”

But despite touting its pledge for years, by 2020, Dine had yet to report any measurable progress; and now, it’s wordsmithed the commitment in ~~what~~a way that renders it essentially meaningless.

Dine now says it’s “committed to sourcing pork products for our domestic Applebee’s and IHOP restaurants from suppliers who utilize group housing systems.” Let’s examine that though.

For years, Dine said it was eliminating gestation crates. But the new statement is about “group housing.” That’s a substantial difference, since some “group housing” moves pigs between being locked in gestation crates (for weeks at a time) and groups.

Even putting that issue aside, Dine’s new statement doesn’t commit to using any actual group-housed pork: it’s to use suppliers with some group housing somewhere in their supply chains—even if not for the pork Dine buys.

But this merely reflects an industry average. As a National Pork Producers Council spokesperson said in 2023, over 40% of domestic pork production now uses some kind of group housing.

Lastly, the pledge isn’t even for Dine to source 100% of its pork from such suppliers—but just to use some unspecified amount from them.

Thus, the statement’s virtually meaningless: it’d be like pledging to buy some product from some vendors that offer both conventional and sustainable packaging, without pledging to actually buy the more sustainable options.

Meanwhile, gestation crates have been banned or restricted in eleven states (see CageFreeLaws.com). And other pork buyers exclusively use group-housed pork (or are on track to), including McDonald’s, ~~was publicly reporting (compared to what it was actually doing) on one of~~Wendy’s, Burger King, Panera, Cheesecake Factory, Chipotle, Jack in the Box, Shake Shack, Aramark, Campbell’s, General Mills, and more.

In fact, McDonald’s has reached 91% group-housed pork in the U.S. and says it’ll reach 100% in 2024. Wendy’s already uses 100% in the U.S. And Jack in the Box has measurable targets for reaching 25% in 2024, 50% in 2025, and “all, or substantially all” group-housed pork in 2026.

But not Dine.

Despite still claiming its animal welfare ~~commitments were thrust into the global spotlight. This controversy was featured~~approach “is rooted in the ~~Wall Street Journal, New York Times, Washington Post, Bloomberg, Financial Times, BBC,~~health and ~~many other major news outlets. Two board members were challenged in~~welfare of animals as well as accountability,” a ~~proxy contest by Carl Icahn, and when Institutional Shareholder Services (ISS) evaluated~~decade after pledging to eliminate gestation crates, Dine no longer even has measurable targets on the issue in detail, it concluded that only “cautionary support” was warranted for them, pointing out that it, “serves as a reminder to shareholders to demand greater specificity from corporate leaders seeking to address ESG concerns[.]”

~~It is precisely that “greater specificity” which this proposal calls for. Here’s the background:~~

~~In 2016, Dine Brands pledged to use 100% cage-free eggs by 2025.~~

~~By 2020, the company was using only about 5% cage-free eggs.~~

In 2021, Dine Brands then announced that it was, “aiming to have at least 20% of our U.S. egg supply chain be cage-free by the end of 2022, 33% by the end of 2023, 66% by the end of 2024, 100% by the end of 2025.”

~~At the time, the company also wrote this: “we continue to work with our suppliers and plan to adjust our targets annually with the goal of accelerating our progress.”~~

~~However, 2022 came and went with no annual adjustment to these targets.~~


68

~~2023 PROXY STATEMENT~~

~~MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING~~

The McDonald’s example above illustrates the need for companies to ensure they take meaningful actions in furtherance of their ESG promises—that they actually do what they say they’ll do. Whether a company keeps or breaks its animal welfare (or other significant policy) commitments can carry weighty consequences indeed.

~~In this case, shareholders have no information that Dine Brands ever did adjust its cage-free egg targets so as to accelerate its progress.~~topic. That should change.

THE BOARD OF DIRECTORS’ RESPONSE TO THE STOCKHOLDER PROPOSAL

The Board of Directors recommends that you vote AGAINST this proposal.

~~The Corporation’s disclosures relating to our cage-free egg commitment are available to stockholders in our annual ESG report.~~


		6967

2024 PROXY STATEMENT

MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING

The Corporation regularly engages with stockholders, stakeholders, and industry experts on a variety of animal welfare and other ESG topics. We publish an annual ESG Report, available on our website at https://www.dinebrands.com/en/esg. At the center of this proposal is the Corporation’s prior commitment to eliminate the use of gestation crates in its pork supply chain. The history behind this commitment and the reasons we revised our goals with respect to our pork supply chain are summarized below.

In 2013, the Corporation made a commitment to eliminate the use of gestation crates in its pork supply chain by 2020. This was a genuine commitment made in good faith at that time, and we believed that evolving supply chain conditions would support the commitment. Unfortunately, the pork supply industry did not evolve as expected and it became apparent that it was not feasible for us to achieve this goal because of the limited supply of pork available from producers that did not use gestation crates.

Once this became clear, we worked with stakeholders and industry experts to reevaluate our pork supply commitment. We even worked with the proponent, seeking their feedback in advance of making changes in our pork supply commitments. Ultimately, in 2020, the Corporation made a commitment to sourcing pork from U.S. suppliers that use group housing systems for its domestic restaurants across both brands. This updated commitment was made after careful consideration and collaboration with a variety of stakeholders and industry experts. We believe that this commitment is in line with industry trends in the pork supply chain and will lead to an improvement in animal welfare.

Although the Corporation’s original commitment to eliminate gestation crates in its supply chain proved infeasible, we have continued in our commitment to enhancing animal welfare and report on our progress regarding group housed pork annually in our ESG Report. As of December 2023, 50% of our pork supply came from suppliers who use group housing systems, which is an improvement over our last reported number of 40%.

We understand that the proponent is not satisfied with our new commitment or the state of the pork supply industry and continues to advocate for the elimination of gestation crates in the pork supply chain, but industry conditions render us unable to make the pork supply commitments that the proponent seeks. We are dependent on suppliers in the industry and have no direct control over their practices. We do not produce any pork ourselves. Further, we and our franchisees represent a relatively small proportion of the pork demand—approximately 0.2% of the U.S. domestic pork market in 2022, the most recent year for which we have such data. We therefore have very limited ability to dictate terms to our suppliers.

We continue to work on sourcing pork from U.S. suppliers using group housing systems. We expect to continue reporting on our pork supply chain commitment, other animal welfare initiatives, and ESG matters generally in future ESG annual reports, which we believe is the appropriate report to address these topics. Our 2023 ESG Report is planned for publication in April 2024.

In summary, the Board and management will continue to evaluate the pork supply chain and the Corporation’s pork supply commitments. However, we are not able to make further commitments on targets in the absence of industry data that supports the feasibility of such commitments. The use of our resources in producing such a report is not in the best interest of stockholders as we do not believe that stockholders will gain any value from the report requested by the proponent, particularly when the Corporation has been transparent previously and in this statement regarding the reasons why it was unable to fulfill its original commitment to eliminate the use of gestation crates in its pork supply chain.

FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL.


68

2024 PROXY STATEMENT

PROPOSALS OF STOCKHOLDERS

The Board of Directors will make provision for presentation of proposals of stockholders at the ~~2024~~2025 annual meeting of stockholders provided such proposals are submitted by eligible stockholders who have complied with the Bylaws of the Corporation and/or the relevant regulations of the SEC. In order for any such proposals to be considered for inclusion in the proxy materials for the ~~2024~~2025 annual meeting of stockholders, the proposal should be mailed to Dine Brands Global, Inc., Attn: Office of the Secretary, 10 West Walnut Street, 5^th Floor, Pasadena, California 91103, and must be received no later than ~~December 2, 2023.~~November 29, 2024.

Stockholders who intend to present a proposal at the ~~2024~~2025 annual meeting of stockholders without inclusion of such proposal in the Corporation’s proxy materials or to nominate a director to stand for election at the ~~2024~~2025 annual meeting of stockholders are required to provide notice of such proposal or nomination to the Corporation no earlier than ~~February 11, 2024~~January 14, 2025 and no later than ~~March 12, 2024~~February 13, 2025 and must otherwise comply with the requirements set forth in our Bylaws. In addition to satisfying these, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March ~~12, 2024.~~17, 2025.

The Corporation reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.


70		69

~~2023~~2024 PROXY STATEMENT

HOUSEHOLDING OF PROXY MATERIALS

The SEC permits us to deliver a single copy of the notice, proxy statement and annual report to stockholders who have the same address and last name, unless we have received contrary instructions from such stockholders. Each stockholder will continue to receive a separate proxy card. This procedure, called “householding,” will reduce the volume of duplicate information you receive and reduce our printing and postage costs. We will promptly deliver a separate copy of the notice, proxy statement and annual report to any such stockholder upon written or oral request. A stockholder wishing to receive a separate notice, proxy statement or annual report can notify us at Dine Brands Global, Inc., Investor Relations, 10 West Walnut Street, 5^th Floor, Pasadena, California 91103, telephone: (866) 995-DINE. Similarly, stockholders currently receiving multiple copies of these documents can request the elimination of duplicate documents by contacting us as described above.


70		71

~~2023~~2024 PROXY STATEMENT

OTHER BUSINESS

As of the date of this proxy statement, the management of the Corporation is not aware of any other matters to be brought before the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their best judgment.

By Order of the Board of Directors,

LOGO

Christine K. Son

Senior Vice President, Legal, General Counsel and Secretary

March ~~31, 2023~~29, 2024

~~Glendale,~~Pasadena, California


72		71

~~2023~~2024 PROXY STATEMENT

APPENDIX A

Appendix A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands, except per share amounts)

This proxy statement includes references to the Corporation’s non-GAAP financial measure “adjusted EBITDA.” Management may use non-GAAP financial measures along with the corresponding U.S. GAAP measures to evaluate the performance of the business and to make certain business decisions. Additionally, adjusted EBITDA is a metric used in determining payouts under the Corporation’s annual cash incentive plan. Management believes that non-GAAP financial measures provide additional meaningful information that should be considered when assessing the business and the Corporation’s performance compared to prior periods and the marketplace. Adjusted EBITDA is a supplemental non-GAAP financial measure and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP.

Reconciliation of the Company’s net income to “adjusted EBITDA.” The Company defines adjusted EBITDA as net income or loss, adjusted for the effect of ~~closure and impairment charges,~~ interest charges, income tax provision or benefit, depreciation and amortization, non-cash stock-based compensation, closure and impairment charges, gain or loss on extinguishment of debt, gain or loss on disposition of assets, ~~merger and acquisition costs, other~~ ~~non-income~~ ~~based taxes~~ and other items deemed not reflective of current operations. Management may use certain non-GAAP measures along with the corresponding U.S. GAAP measures to evaluate the performance of the Company and to make certain business decisions.

	Three Months Ended December 31,						Twelve Months Ended December 31,					Three Months Ended December 31,					Twelve Months Ended December 31,



	2022			2021			2022			2021		2023		2022			2023		2022
Net income, as reported
Net income, as reported
Net income, as reported
Net income, as reported	$	11,351		$	19,788		$	81,111		$	97,864		33,039		11,351			97,176		81,111
Closure and impairment charges
Closure and impairment charges
Closure and impairment charges
Closure and impairment charges		(31	)		385			3,062			5,409
Interest charges on finance leases
Interest charges on finance leases
Interest charges on finance leases
Interest charges on finance leases		849			1,246			4,519			5,397		699		849			2,771		4,519
All other interest charges
All other interest charges
All other interest charges
All other interest charges		17,813			16,362			67,713			66,454		20,664		17,813			79,336		67,713
Income tax provision
Income tax provision
Income tax provision
Income tax provision		8,009			8,691			33,674			24,059
Income tax (benefit) provision
Income tax (benefit) provision
Income tax (benefit) provision
Income tax (benefit) provision		(6,889	)		8,009			14,527			33,674
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization		9,073			9,882			37,918			39,851		9,408		9,073			35,630		37,918
Non-cash stock-based compensation
Non-cash stock-based compensation
Non-cash stock-based compensation
Non-cash stock-based compensation		4,003			3,006			16,131			11,580		3,823		4,003			11,990		16,131
Closure and impairment charges
Closure and impairment charges
Closure and impairment charges
Closure and impairment charges		506			(31	)		3,594			3,062
(Gain) loss on extinguishment of debt
(Gain) loss on extinguishment of debt
(Gain) loss on extinguishment of debt
(Gain) loss on extinguishment of debt		(1,371	)		17			(210	)		34		—		(1,371	)		10		(210	)
Loss (gain) on disposition of assets
Loss (gain) on disposition of assets
Loss (gain) on disposition of assets
Loss (gain) on disposition of assets		496			609			(2,536	)		2,045		41		496			2,350		(2,536	)
Merger and acquisition costs
Merger and acquisition costs
Merger and acquisition costs
Merger and acquisition costs		5,052			—			6,027			—		—		5,052			804		6,027
IHOP Flip’d initiative
IHOP Flip’d initiative
IHOP Flip’d initiative
IHOP Flip’d initiative		—			—			5,121			—
Other
Other
Other
Other		1,756			113			4,463			567		864		1,756			3,095		4,463
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDA	$	57,000		$	60,099		$	251,872		$	253,260	$	62,155	$	57,000		$	256,404	$	251,872


		A-1

LOGO

~~2023 PROXY STATEMENT~~

~~APPENDIX B~~

~~Appendix B~~

~~AMENDED AND RESTATED~~

~~CERTIFICATE OF INCORPORATION~~

~~DINE BRANDS GLOBAL, INC.~~

Dine Brands Global, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify and by virtue of the General Corporation Law of the State of Delaware does hereby amend and restate the Certificate of Incorporation of the Corporation, which was originally filed on May 7, 1976, under the name “IHOP Corp.”:

~~FIRST: The name of the Corporation is Dine Brands Global, Inc. (hereinafter the “Corporation”).~~

SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at that address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”).

FOURTH: The total number of shares which the Corporation shall have authority to issue is 50,000,000 shares, consisting of (a) 40,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), and (b) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Preferred Stock”).

The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized, at any time and from time to time, to fix, by resolution or resolutions, the following provisions for shares of any class or classes of Preferred Stock of the Corporation or any series of any class of Preferred Stock:

~~(a)~~

~~the designation of such class or series, the number of shares to constitute such class or series and the stated value thereof if different from the par value thereof;~~

~~(b)~~

whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may (i) be general or limited, (ii) subject to applicable law or regulation, including without limitation the rules of any securities exchange on which securities of any class of the Corporation may be listed, permit more than one vote per share, or (iii) vary among stockholders of the same class based upon such factors as the Board of Directors may determine including, without limitation, the size of a stockholder’s position and/or the length of time with respect to which such position has been held;

~~(c)~~

the dividends, if any, payable on such class or series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of the same class;

~~(d)~~

~~whether the shares of such class or series shall be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;~~

~~(e)~~

the amount or amounts payable upon shares of such series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

~~(f)~~

whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such class or series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

~~(g)~~

whether the shares of such class or series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of the same class or any other securities (including Common Stock) and, if so, the


		~~B-1~~

~~2023 PROXY STATEMENT~~

~~APPENDIX B~~

~~price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same and any other terms and conditions of conversion or exchange;~~

~~(h)~~

the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of the same class;

~~(i)~~

the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such class or series or of any other series of the same class or of any other class;

~~(j)~~

~~the ranking (be it~~ ~~pari passu, junior or senior) of each class or series~~ ~~vis-a-vis~~ ~~any other class or series of any class of Preferred Stock as to the payment of dividends, the distribution of assets and all other matters; and~~

~~(k)~~

any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar as they are not inconsistent with the provisions of this Restated Certificate of Incorporation, to the full extent permitted in accordance with the laws of the State of Delaware.

The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

~~(a)~~

~~The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.~~

~~(b)~~

~~The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the~~ ~~By-Laws~~ ~~of the Corporation.~~

~~(c)~~

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three nor more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. No decrease in the number of directors shall shorten the term of any incumbent director. Directors shall be elected for a term expiring at the next annual meeting of stockholders after their election and each director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, disqualification or removal from office; provided, however, that any director elected or appointed prior to the 2019 annual meeting of stockholders shall complete the term to which such director has been elected or appointed. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director appointed in accordance with the preceding sentence shall serve for a term expiring at the next annual meeting of stockholders after his or her appointment and shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, disqualification or removal from office.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation, if any, shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.

~~(d)~~

~~Directors of the Corporation may be removed by stockholders of the Corporation with or without cause.~~

~~(e)~~

No director or officer shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as it presently exists or may hereafter be amended from time to time. Any repeal or modification of this Article FIFTH by the stockholders of the Corporation shall not adversely affect any


~~B-2~~

~~2023 PROXY STATEMENT~~

~~APPENDIX B~~

right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. For purposes of this Article FIFTH, paragraph (e), “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time.

~~(f)~~

In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate of Incorporation, and any ~~By-Laws~~ ~~adopted by the stockholders; provided, however, that no~~ ~~By-Laws~~ ~~hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such~~ ~~By-Laws~~ ~~had not been adopted.~~

SIXTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing seventy-five percent (75%) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

SEVENTH: Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, if there be one, the President or the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

~~EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation or in the~~ ~~By-Laws~~ of the Corporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation, provided, however, that subject to the powers and rights provided for herein with respect to Preferred Stock issued by the Corporation, if any, but notwithstanding anything else contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least eighty percent (80%) of the combined voting power of all of the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, rescind or repeal Article FOURTH, Article FIFTH, Article SIXTH, Article SEVENTH or this Article EIGHTH of this Restated Certificate of Incorporation or to adopt any provision inconsistent therewith.

~~The foregoing Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL.~~

IN WITNESS WHEREOF, Dine Brands Global, Inc. has caused this Amended and Restated Certificate of Incorporation to be duly executed in its corporate name on [ ], 2023 and this Amended and Restated Certificate of Incorporation shall become effective at 12 a.m. on [ ], 2023.


~~DINE BRANDS GLOBAL, INC.~~

~~By:~~
		~~John W. Peyton~~
		~~Chief Executive Officer~~


		~~B-3~~

000004 ENDORSEMENT_LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) 000001 ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59 P.M., Eastern time, on ADD 3 May ~~10, 2023.~~13, 2024. Online Go to www.envisionreports.com/DIN or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/DIN ~~2023~~Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all director nominees listed, FOR Proposals 2 and 3, 5, and ~~6, ONE YEAR on Proposal~~AGAINST Proposals 4 and ~~AGAINST on Proposal 7.~~5. 1. To elect ten directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified: + For Against Abstain For Against Abstain For Against Abstain 01 - Howard M. Berk 02 - ~~Susan M. Collyns 03 -~~ Richard J. Dahl 0403 - Michael C. Hyter 0504 - Caroline W. Nahas 0605 - Douglas M. Pasquale 0706 - John W. Peyton 0807 - Martha C. Poulter 08 - Matthew T. Ryan 09 - Arthur F. Starrs 10 - Lilian C. Tomovich For Against Abstain For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as the Corporation’s independent auditor for the fiscal year ending December 31, ~~2023.~~2024. 3. Approval, on an advisory basis, of the compensation of the Corporation’s named executive officers. 4. ~~Approval, on an advisory basis, of whether the advisory~~Stockholder proposal regarding climate change policies and climate change risk disclosures. 5. Stockholder proposal regarding group-housed pork. B Authorized Signatures — This section must be completed for your vote to ~~approve~~count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the ~~compensation of~~box. Signature 2 — Please keep signature within the Corporation’s named executive officers should be held every one, two or three years. 1 Year 2 Years 3 Years Abstain 5. Approval of an amendment to the Dine Brands Global, Inc. Restated Certificate of Incorporation (the “Charter”) to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions. 6. Approval of an amendment to the Charter to provide for the exculpation of officers as permitted by Delaware law. For Against Abstain 7. Stockholder proposal requesting that the Corporation produce a report relating to its cage-free egg commitment.box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND ~~1UPX 57231 1~~ MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + ~~03SEUC~~1UPX 605420 03Z0BA

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~~2023~~2024 Annual Meeting Admission Ticket ~~2023~~2024 Annual Meeting of Dine Brands Global, Inc. Stockholders May ~~11, 2023,~~14, 2024, 8:00 a.m., ~~CT 8700 State Line Rd. Leawood, KS 66206~~PT 10 West Walnut Street, 5th Floor Pasadena, CA 91103 Upon arrival, please present this admission ticket and photo identification at the registration desk. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/DIN Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/DIN IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Dine Brands Global, Inc. + Notice of ~~2023~~2024 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — May ~~11, 2023~~14, 2024 John W. Peyton and Christine K. Son, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Dine Brands Global, Inc. to be held on May ~~11, 2023~~14, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the director nominees, FOR Proposals 2 and 3, 5, and ~~6, ONE YEAR on Proposal~~AGAINST Proposals 4 and ~~AGAINST on Proposal 7.~~5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. +

LOGO

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all director nominees listed, FOR Proposals 2 and 3, and AGAINST Proposals 4 and 5. 1. To elect ten directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified: + For Against Abstain For Against Abstain For Against Abstain 01 - Howard M. Berk 02 - Richard J. Dahl 03 - Michael C. Hyter 04 - Caroline W. Nahas 05 - Douglas M. Pasquale 06 - John W. Peyton 07 - Martha C. Poulter 08 - Matthew T. Ryan 09 - Arthur F. Starrs 10 - Lilian C. Tomovich For Against Abstain For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as the Corporation’s independent auditor for the fiscal year ending December 31, 2024. 3. Approval, on an advisory basis, of the compensation of the Corporation’s named executive officers. 4. Stockholder proposal regarding climate change policies and climate change risk disclosures. 5. Stockholder proposal regarding group-housed pork. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C ~~Non-Voting~~ ~~Items Change of Address — Please print new address below. Comments — Please print your comments below.~~1UPX 605420 + 03Z0CA

BRANDS Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2023 Annual Meeting Proxy Card qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all director nominees, FOR Proposals 2, 3, 5, and 6, ONE YEAR on Proposal 4, and AGAINST on Proposal 7. 1. To elect ten directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified: + For Against Abstain For Against Abstain For Against Abstain 01 - Howard M. Berk 02 - Susan M. Collyns 03 - Richard J. Dahl 04 - Michael C. Hyter 05 - Caroline W. Nahas 06 - Douglas M. Pasquale 07 - John W. Peyton 08 - Martha C. Poulter 09 - Arthur F. Starrs 10 - Lilian C. Tomovich For Against Abstain For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as the Corporation’s independent auditor for the fiscal year ending December 31, 2023. 3. Approval, on an advisory basis, of the compensation of the Corporation’s named executive officers. 4. Approval, on an advisory basis, of whether the advisory vote to approve the compensation of the Corporation’s named executive officers should be held every one, two or three years. 1 Year 2 Years 3 Years Abstain 5. Approval of an amendment to the Dine Brands Global, Inc. Restated Certificate of Incorporation (the “Charter”) to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions. 6. Approval of an amendment to the Charter to provide for the exculpation of officers as permitted by Delaware law. For Against Abstain 7. Stockholder proposal requesting that the Corporation produce a report relating to its cage-free egg commitment. 1UPX 57231 1 + 03SEVC

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Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.edocumentview.com/DIN IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Dine Brands Global, Inc. + Notice of ~~2023~~2024 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — May ~~11, 2023~~14, 2024 John W. Peyton and Christine K. Son, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Dine Brands Global, Inc. to be held on May ~~11, 2023~~14, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the director nominees, FOR Proposals 2 and 3, 5, and ~~6, ONE YEAR on Proposal~~AGAINST Proposals 4 and ~~AGAINST on Proposal 7.~~5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the 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-1~~ 2 240.14a-12



☒		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


	Page

2023 Option Exercises and Stock Vested		41

2023 Nonqualified Deferred Compensation		41

Employment Agreements		42

Potential Payments Upon Termination or Change in Control		45

CEO Pay Ratio		4847

Pay vs. Performance Comparison		5049

Equity Compensation Plan Information		5453

Compensation Committee Interlocks and Insider Participation		5554

Information about our Executive Officers		5655

Audit-Related Matters		5756

Report of the Audit ~~and Finance~~ Committee		5756

Independent Auditor Fees		5857

Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor		5958

Matters to Be Voted Upon at the Annual Meeting		6059

PROPOSAL ONE: ELECTION OF DIRECTORS		6059

PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE CORPORATION’S INDEPENDENT AUDITOR FOR THE ~~2023~~2024 FISCAL YEAR		6463

PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS		6463

PROPOSAL FOUR: ~~APPROVAL, ON AN ADVISORY BASIS, OF WHETHER THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS~~A STOCKHOLDER PROPOSAL REGARDING CLIMATE CHANGE POLICIES AND CLIMATE CHANGE RISK DISCLOSURES		6564

PROPOSAL FIVE: ~~AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS TO AMEND THE BYLAWS~~		65

A STOCKHOLDER PROPOSAL ~~SIX:~~ ~~AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW~~REGARDING GROUP-HOUSED PORK		67

~~PROPOSAL SEVEN:~~ ~~A STOCKHOLDER PROPOSAL TO PRODUCE A REPORT RELATING TO THE CORPORATION’S CAGE-FREE EGG COMMITMENT~~		68

Proposals of Stockholders		7069

Householding of Proxy Materials		7170

Other Business		7271

Appendix A		A-1

Reconciliation of Non-GAAP Financial Measures		A-1

~~Appendix B~~		~~B-1~~



Richard J. Dahl		John W. Peyton
Chairman of the Board of Directors		Chief Executive Officer


	Page
Questions and Answers		1

Important Note		6

Corporate Governance		7

Current Board of Directors		7

Board Leadership Structure		7

The Role of the Board of Directors in Risk Oversight		8

The Role of the Board of Directors in ESG Oversight		8

ESG Report		9

Director Independence		9

Codes of Conduct		109

Corporate Governance Guidelines		10

Director Attendance at Meetings		10

Executive Sessions of Non-Management Directors		1110

Communications with the Board of Directors		11

Board of Directors Retirement Policy		11

Other Public Corporation Directorships		11

Certain Relationships and Related Person Transactions		1211

Board of Directors Committees and Their Functions		12

Board of Directors Nominations		16

Stockholder Nominations		16

Director Compensation		17

Stock Ownership Guidelines		17

Director Compensation Table for ~~2022~~2023		18

Security Ownership of Certain Beneficial Owners and Management		19

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports		22

Executive Compensation		23

Compensation Committee Report		23

Compensation Discussion and Analysis		23

Compensation Tables		38

~~2022~~2023 Summary Compensation Table		38

Grants of Plan-Based Awards in ~~2022~~2023		39

Outstanding Equity Awards at ~~2022~~2023 Fiscal Year-End		40

~~2022 Option Exercises and Stock Vested~~		42

~~2022 Nonqualified Deferred Compensation~~		42

~~Employment Agreements~~		43

~~Potential Payments Upon Termination or Change in Control~~		46



Name	Performance- Based RSUs		Grant date Stock Price		Target Long-Term Incentive Opportunity

Vance Y. Chang		4,281	$	70.08	$	300,012

John C. Cywinski		7,135	$	70.08	$	500,021

Jay D. Johns		7,135	$	70.08	$	500,021

Christine K. Son		3,925	$	70.08	$	275,064



Name	Guideline as a Multiple of Base Salary		Holdings as a Multiple of Base Salary(1)		Guideline Status

John W. Peyton(2)		6		5.9		On Schedule

Vance Y. Chang(3)		4		2.2		On Schedule

Jay D. Johns(4)		4		1.9		On Schedule

Christine K. Son		2		3.1		Meets Guideline