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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dennys Corporation | NASDAQ:DENN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.03 | 0.37% | 8.09 | 8.08 | 8.62 | 8.2975 | 8.09 | 8.21 | 750,263 | 00:02:29 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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DENNY’S CORPORATION
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(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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On Behalf of the Board of Directors,
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Sincerely,
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Brenda J. Lauderback
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Board Chair
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1.
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To elect the nine (9) nominees named in the accompanying Proxy Statement to the Board of Directors;
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2.
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To ratify the selection of KPMG LLP as the independent registered public accounting firm of Denny’s Corporation and its subsidiaries for the year ending
December 25, 2019
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To vote on a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers; and
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To transact such other business as may properly come before the meeting.
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By order of the Board of Directors,
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J. Scott Melton
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Assistant General Counsel,
Corporate Governance Officer and
Secretary
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Page
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I. General
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A. Introduction
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B. Stockholder Voting
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1. Voting by Proxy
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2. Voting at the Meeting
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3. Voting Requirements
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C. Participating in the Annual Meeting
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D. Why a Virtual-Only Meeting?
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E. Equity Security Ownership
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1. Principal Stockholders
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2. Management
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3. Equity Compensation Plan Information
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II. Election of Directors
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A. Nominees for Election as Directors of Denny's Corporation
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B. Business Experience/Director Qualifications
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C. Director Term Limits and Retirement Age
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D. Corporate Governance
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1. Audit and Finance Committee
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a) Summary of Responsibilities
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b) Audit Committee Financial Experts
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c) Audit Committee Report
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2. Compensation and Incentives Committee
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a) Summary of Responsibilities
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b) Process for Determination of Executive and Director Compensation
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c) Compensation Risk Assessment
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d) Compensation Committee Interlocks and Insider Participation
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e) Compensation Committee Report
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3. Corporate Governance and Nominating Committee
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a) Summary of Responsibilities
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b) Corporate Governance Policy and Practice
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c) Director Nominations Policy and Process
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d) Board Diversity
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e) Succession Planning
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4. Board Leadership Structure and Risk Oversight
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5. Board Meeting Information
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6. Communications Between Security Holders and Board of Directors
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7. Stockholder Engagement
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8. Board Member Attendance at Annual Meetings of Stockholders
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E. Director Compensation
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III. Selection of Independent Registered Public Accounting Firm
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A. 2018 and 2017 Audit Information
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B. Audit Committee’s Pre-approval Policies and Procedures
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IV. Advisory Vote on Executive Compensation
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V. Executive Compensation
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A. Compensation Discussion and Analysis
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1. Executive Summary
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2. Consideration of Last Year’s Say-On-Pay Vote
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3. Compensation Objective and Design
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4. Role of Peer Companies and Competitive Market Data
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5. Base Salary
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Page
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6. Annual Cash Incentives
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7. Long-Term Equity Incentives
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8. Benefits and Perquisites
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9. Post-Termination Payments
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10. Tax Considerations
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11. Compensation and Corporate Governance Best Practices
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B. 2018 Summary Compensation Table
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C. 2018 Grants of Plan-Based Awards
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D. 2018 Outstanding Equity Awards at Fiscal Year-End
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E. 2018 Option Exercises and Stock Vested
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F. 2018 Nonqualified Deferred Compensation
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G. Summary of Termination Payments and Benefits
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H. CEO Pay Ratio
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I. 2018 Director Compensation
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VI. Section 16(a) Beneficial Ownership Reporting Compliance
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VII. Related Party Transactions
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VIII. Code of Ethics
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IX. Other Matters
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A. Expenses of Solicitation
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B. Discretionary Proxy Voting
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C. 2020 Stockholder Proposals
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D. Electronic Access to Future Proxy Materials and Annual Reports
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E. Householding of Annual Meeting Materials
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X. Form 10-K
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XI. APPENDIX A
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Name and Address
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Amount and
Nature of
Beneficial
Ownership
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Percentage of
Common
Stock
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T. Rowe Price Associates, Inc.
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(and related entities)
100 E. Pratt Street
Baltimore, MD 21202
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9,055,317
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(1)
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14.7%
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Wells Fargo & Company
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(and related entities)
420 Montgomery Street
San Francisco, CA 94163
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4,615,040
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(2)
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7.5%
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BlackRock, Inc.
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(and related entities)
55 East 52nd Street
New York, NY 10055
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4,601,187
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(3)
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7.5%
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Avenir Corporation
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1775 Pennsylvania Avenue N W, Suite 650
Washington, DC 20006
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4,079,632
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(4)
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6.6%
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Renaissance Technologies LLC
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(and related entities)
800 Third Avenue
New York, NY 10022
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3,756,900
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(5)
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6.1%
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Cardinal Capital Management, LLC
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Four Greenwich Office Park
Greenwich, Connecticut 06831
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3,341,734
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(6)
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5.4%
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(1)
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Based upon the Schedule 13G/A filed with the Securities and Exchange Commission (the "SEC") on February 14, 2019, T. Rowe Price Associates, Inc., an investment adviser, is the beneficial owner of 9,055,317 shares and has sole voting power with respect to 1,771,605 shares and sole investment power with respect to 9,055,317 shares. T. Rowe Price Small-Cap Stock Fund, Inc., an investment company, is deemed to be the beneficial owner of 3,479,000 shares and has sole voting power with respect to 3,479,000 shares.
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(2)
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Based upon the Schedule 13G/A filed with the SEC on January 22, 2019, Wells Fargo & Company, a parent holding company, is the beneficial owner of 4,615,040 shares, has sole voting power and sole investment power with respect to 58,159 shares, shared voting power with respect to 3,415,980 shares, and shared investment power with respect to 4,566,881 shares. Aggregate beneficial ownership reported by Wells Fargo & Company is on a consolidated basis and includes beneficial ownership of its subsidiaries Wells Fargo Clearing Services, LLC, Wells Capital Management Incorporated, Wells Fargo Funds Management, LLC, Wells Fargo Bank, National Association, and Wells Fargo Advisors Financial Network, LLC.
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(3)
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Based upon the Schedule 13G/A filed with the SEC on February 4, 2019, BlackRock, Inc., as a parent holding company, is the beneficial owner of 4,601,187 shares and has sole voting power with respect to 4,391,415 shares and sole investment power with respect to 4,601,187 shares. Aggregate beneficial ownership reported by BlackRock, Inc. is on a consolidated basis and includes beneficial ownership of its subsidiaries Blackrock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, Blackrock International Limited and BlackRock Investment Management, LLC.
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(4)
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Based upon the Schedule 13G/A filed with the SEC on February 13, 2019, Avenir Corporation, an investment adviser, is the beneficial owner of and has shared voting power and shared investment power with respect to the listed shares. Additionally, Peter C. Keefe and James H. Rooney are deemed beneficial owners of and have shared voting power and shared investment power with respect to the listed shares.
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(5)
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Based upon the Schedule 13G/A filed with the SEC on February 13, 2019, Renaissance Technologies LLC ("RTC"), an investment adviser, and Renaissance Technologies Holding Corporation, the majority owner of RTC, are beneficial owners of 3,756,900 shares, having sole voting power and sole investment power of such shares.
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(6)
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Based upon the Schedule 13G filed with the SEC on February 14, 2019, Cardinal Capital Management, LLC, an investment adviser, is the beneficial owner of 3,341,734 shares and has sole voting power with respect to 2,704,298 shares and sole investment power with respect to 3,341,734 shares.
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Name
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Amount and
Nature of Beneficial Ownership (1)(2) |
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Percentage of
Common Stock |
Bernadette S. Aulestia
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6,431
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*
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Gregg R. Dedrick
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100,640
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*
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José M. Gutiérrez
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84,588
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*
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George W. Haywood
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85,405
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*
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Brenda J. Lauderback
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164,622
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*
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Robert E. Marks
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272,774
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*
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John C. Miller
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1,106,163
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1.8%
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Donald C. Robinson
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146,292
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*
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Laysha Ward
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110,148
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*
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F. Mark Wolfinger
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1,021,680
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1.7%
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Christopher D. Bode
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90,149
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*
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John W. Dillon
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99,468
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*
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Stephen C. Dunn
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154,091
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*
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All current directors and executive officers as a group (17 persons)
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3,875,247
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6.1%
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*
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Less than 1%.
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(1)
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The Common Stock listed as beneficially owned by the following individuals includes shares of Common Stock which such individuals have the right to acquire (as of
March 12, 2019
or within 60 days thereafter) through the exercise of stock options: (i) Mr. Wolfinger (245,700 shares), (ii) Mr. Dillon (8,900 shares), and (iii) all current directors and executive officers as a group (353,600 shares).
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(2)
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The Common Stock listed as beneficially owned by the following individuals includes shares of Common Stock which such individuals have the vested right to acquire (as of
March 12, 2019
or within 60 days thereafter) through the conversion of either restricted stock units, deferred stock units (on a designated date or upon termination of service as a director of Denny’s Corporation), or performance share units deferred pursuant to the Denny's Deferred Compensation plan (on a designated date or upon termination as an employee of Denny’s): (i) Ms. Aulestia (6,431 shares), (ii) Mr. Dedrick (29,803 shares), (iii) Mr. Dunn (42,892 shares), (iv) Mr. Gutiérrez (84,588 shares), (v) Mr. Haywood (85,405 shares), (vi) Ms. Lauderback (164,622 shares), (vii) Mr. Marks (171,221 shares), (viii) Mr. Miller (564,599 shares), (ix) Mr. Robinson (146,292 shares), (x) Ms. Ward (98,698 shares), and (xi) all current directors and executive officers as a group (1,446,572 shares).
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Plan Category
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Number of
securities to
be issued
upon exercise of
outstanding
options, warrants
and rights
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Weighted-average
exercise price of outstanding
options, warrants
and rights
(2)
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Number of securities
remaining available for future issuance under equity compensation plans |
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Equity compensation plans approved by security holders
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4,112,605
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(1)
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$3.02
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3,565,335
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(3)
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Equity compensation plans not approved by security holders
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0
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$0.00
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704,166
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(4)
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Total
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4,112,605
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$3.02
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4,269,501
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(1)
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Includes shares issuable in connection with our outstanding stock options, performance share awards and restricted stock units awards.
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(2)
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Includes the weighted-average exercise price of stock options only.
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(3)
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Includes shares of Common Stock available for issuance as awards of stock options, restricted stock, restricted stock units, deferred stock units and performance awards under the Denny
’
s Corporation 2017 Omnibus Incentive Plan.
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(4)
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Includes shares of Common Stock available for issuance as awards of stock options and restricted stock units outside of the Denny's Incentive Plans in accordance with NASDAQ Listing Rule 5635(c)(4).
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Name & Age of Director and/or Nominee
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Principal Occupation, Business Experience, Qualifications and Directorships of Other Companies
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Director
Since |
Bernadette S. Aulestia
Age 46
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Occupation:
President, Global Distribution, Home Box Office, Inc., the premium television programming subsidiary of WarnerMedia (2015-present); Executive Vice President, Domestic Network & Digital Distribution, HBO, Inc. (2013-2015); Senior Vice President, Domestic Network & Digital Distribution, HBO, Inc. (2009-2013).
Qualifications:
Ms. Aulestia’s multiple executive leadership positions during her 22 year career with Home Box Office, Inc. provide our Board with senior leadership experience in the areas of strategic planning, operations, distribution, international and the development of strategic marketing plans for the Hispanic, African-American, Asian, and Gay and Lesbian consumer.
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2018
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Gregg R. Dedrick
Age 59
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Occupation:
Co-founder of OGoLead, an online leadership development company (February 2018-present); Co-founder of Whole Strategies, an organizational consulting firm (2009-2013); Former Executive Vice President of Yum Brands, Inc., an operator and franchisor of fast food restaurants (2008-2009); President and Chief Concept Officer of KFC, a chicken restaurant chain (2003-2008).
Qualifications:
Mr. Dedrick provides our Board with nearly 30 years of senior leadership experience in restaurant company general management, operations and organizational resource planning for corporate staff functions (HR, IT, Shared Services) in franchised-based consumer and restaurant systems.
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2010
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José M. Gutiérrez
Age 57
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Occupation:
Retired; Senior Executive Vice President, Executive Operations, AT&T Services, Inc. (2014-2016); President of AT&T Wholesale Solutions (2012-2014), a unit of AT&T, Inc. focused on wholesale sales of communication products and services; President and Chief Executive Officer of AT&T Advertising Solutions (2010-2012), a subsidiary of AT&T, Inc., devoted to publishing and sales of Yellow and White Pages directory advertising.
Qualifications:
Mr. Gutiérrez, a telecom executive with nearly 25 years of experience leading a range of AT&T business units during his tenure with the company, provides our Board with senior leadership experience in providing consumer-facing telecommunications solutions, including direct experience in investor relations, and mergers and acquisitions. Before joining AT&T, Mr. Gutiérrez worked as a licensed CPA and strategy consultant with KPMG.
Other Public Company Boards:
Current - Adient plc; Prior - Dr. Pepper Snapple Group, Inc.
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2013
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Brenda J. Lauderback
Age 68
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Occupation:
Retired; President of the Wholesale and Retail Group of Nine West Group, Inc., a footwear manufacturer and distributor (1995-1998); President of Wholesale Division of U.S. Shoe Corporation, a footwear manufacturer and distributor (1993-1995); Vice President and General Merchandise Manager of Target Corporation (formerly Dayton Hudson) (1982-1993).
Qualifications:
Ms. Lauderback provides our Board with over 25 years of leadership experience in merchandising, marketing, product development and design and manufacturing at prominent national wholesale and retail companies. Her collective years of experience on public company boards also provides our Board with significant insight into leading practices in executive compensation and corporate governance. Ms. Lauderback is a National Association of Corporate Directors ("NACD") Board Leadership Fellow and was named in 2017 to the NACD Directorship 100, the annual list that recognizes the leading corporate directors, corporate-governance experts, policymakers, and influencers who significantly impact boardroom practices and performance.
Other Public Company Boards:
Current - Wolverine World Wide, Inc., Select Comfort Corporation; Prior - Big Lots, Inc.
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2005
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Robert E. Marks
Age 67
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Occupation:
President of Marks Ventures, LLC, a private equity investment firm (1994-present).
Qualifications:
Mr. Marks provides our Board with over 30 years of private equity investment management experience across 15 different industries which includes responsibility for all facets of leveraged buyout investments, in addition to over 20 years of experience on public company boards,
including serving as Chairman of the Board
of Denny’s Corporation from 2004 to 2006.
Other Public Company Boards:
Current - Trans World Entertainment Corporation and Terra Income Fund 6, a public but non-traded business development company; Prior - Emeritus Corporation.
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1998
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John C. Miller
Age 63
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Occupation:
Chief Executive Officer and President of Denny's Corporation (2011-present); Chief Executive Officer and President of Taco Bueno Restaurants, Inc., an operator and franchisor of quick-service Mexican eateries (2005-2011); President of Romano’s Macaroni Grill (1997-2004).
Qualifications:
As President and CEO, Mr. Miller provides our Board with experience and perspective for leading the strategic direction of the Company. He is an accomplished restaurant industry veteran with over 40 years of restaurant operations and management experience. Prior to joining Denny’s, Mr. Miller served as President of Taco Bueno and spent 17 years with Brinker International where he served as President of Romano’s Macaroni Grill and President of Brinker’s Mexican Concepts.
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2011
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Name & Age of Director and/or Nominee
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Principal Occupation, Business Experience, Qualifications and Directorships of Other Companies
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Director
Since |
Donald C. Robinson
Age 66
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Occupation:
Retired; President of Potcake Holdings, LLC, a hospitality consulting firm (2015-2016); President and Chief Operating Officer of All Aboard Florida-Operations, LLC, a high-speed, passenger rail company from Miami to Orlando, Florida (2013-2015); President of Baha Mar Resorts, Ltd., a resort development in Nassau, Bahamas (2006-2012); Group Managing Director, Hong Kong Disneyland (2001-2006); Senior Vice President, Walt Disney World Operations (1998-2001).
Qualifications:
Mr. Robinson provides our Board with over 40 years of operational leadership experience with companies providing hospitality consulting, rail service, lodging, entertainment and food service, including a 33-year career with Disney.
Other Public Company Boards:
Current - SeaWorld Entertainment, Inc.
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2008
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Laysha Ward
Age 51
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Occupation:
Executive Vice President and Chief External Engagement Officer, Target Corporation (2017-present); Executive Vice President & Chief Corporate Social Responsibility Officer, Target Corporation (2014-2017); President, Community Relations, Target Corporation (2008-2014); Vice President, Community Relations, Target Corporation (2003-2007).
Qualifications:
Ms. Ward provides our Board with over 25 years of retail industry leadership experience at
Target Corporation in external stakeholder engagement, corporate responsibility, communications, diversity and inclusion, reputation and crisis management, demographic/segmentation customer relations, and strategic planning. In 2008, President George W. Bush nominated and the U.S. Senate confirmed Ms. Ward to serve on the board of directors of the Corporation for National and Community Service (CNCS), the nation's largest grant maker for volunteerism and service. Her term continued through the Obama Adminstration.
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2010
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F. Mark Wolfinger
Age 63
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Occupation:
Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny's Corporation (2008-present); Executive Vice President, Growth Initiatives and Chief Financial Officer of Denny's Corporation (2006-2008); Chief Financial Officer of Denny's Corporation
(2005-2006).
Qualifications:
Mr. Wolfinger provides our Board with nearly 40 years of strategic and financial leadership experience in the retail and restaurant industries. Previous roles include Chief Financial Officer of Danka Business Systems and senior financial positions with Hollywood Entertainment, Metromedia Restaurant Group (operators of Bennigans, Ponderosa
Steakhouse, and Steak & Ale), and the Grand Metropolitan PLC.
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2011
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•
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The Audit Committee has reviewed and discussed the audited financial statements with management of the Company and with KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm.
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•
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The Audit Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301,
Communications with Audit Committees
of the Public Company Accounting Oversight Board (“PCAOB”).
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•
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The Audit Committee has received the written disclosure and the letter from KPMG, required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence from the Company.
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•
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The Audit Committee reviewed and discussed with management progress on the Company’s enterprise risk management processes including the evaluation of identified risks and alignment of Company processes to manage the risks within the Company’s approved strategies.
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•
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Based on the review and discussions described above, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 26, 2018
for filing with the SEC.
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—
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he or she must be at least 21 years of age;
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—
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he or she must have experience in a position with a high degree of responsibility in a business or other organization;
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—
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he or she must be able to read and understand basic financial statements;
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—
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he or she must possess integrity and have high moral character;
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—
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he or she must be willing to apply sound, independent business judgment;
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—
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he or she must have sufficient time to devote to being a member of the Board; and
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—
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he or she must be fluent in the English language.
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—
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whether the potential nominee has leadership, strategic, or policy setting experience in a complex organization, including any scientific, governmental, educational, or other non-profit organization;
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—
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whether the potential nominee has experience and expertise that is relevant to the Company’s business including any specialized business experience, technical expertise, or other specialized skills, and whether the potential nominee has knowledge regarding issues affecting the Company;
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—
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whether the potential nominee is highly accomplished in his or her respective field;
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—
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whether the potential nominee has high ethical character and a reputation for honesty, integrity, and sound business judgment;
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—
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whether the potential nominee is independent, as defined by NASDAQ or other applicable listing standards and SEC rules, whether he or she is free of any conflict of interest or the appearance of any conflict of interest, and whether he or she is willing and able to represent the interests of all Denny’s Corporation stockholders;
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—
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any factor affecting the ability or willingness of the potential nominee to devote sufficient time to the Board’s activities and to enhance his or her understanding of the Company’s business; and
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—
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how the potential nominee would contribute to diversity, with a view toward the needs of the Board.
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Year ended
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Year ended
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December 27, 2017
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December 26, 2018
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||||
Audit Fees
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$
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1,080,000
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(1)
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$
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930,000
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(2)
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Audit-Related Fees
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62,000
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62,000
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Tax Fees
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24,062
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16,413
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All Other Fees
|
—
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—
|
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Total Fees
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$
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1,166,062
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$
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1,008,413
|
|
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(1)
|
Includes additional billing of $270,000 related to the 2017 audit. The billings primarily related to additional audit effort associated with the implementation of new systems, issuance of consents, certain transactions and other matters.
|
(2)
|
Includes additional billing of $80,000 related to the 2018 audit. The billings primarily related to additional audit effort associated with the transition disclosures related to Topic 606 (Revenue Recognition) and Topic 842 (Leases), certain transactions and other matters.
|
•
|
“audit fees” are fees billed by the independent registered public accounting firm for professional services for the audit of the annual Consolidated Financial Statements included in the Company’s Form 10-K and review of the Condensed Consolidated Financial Statements included in the Company’s Form 10-Qs, and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements, including comfort letters, consents, registration statements, statutory audits and reports on internal controls required by the Sarbanes Oxley Act of 2002;
|
•
|
“audit-related fees” are fees billed by the independent registered public accounting firm for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements, and generally include fees for audits of the Company’s employee benefit plans and audit or attest services not required by statute or regulation;
|
•
|
“tax fees” are fees billed by the independent registered public accounting firm for professional services for tax compliance, tax advice, and tax planning; and
|
•
|
“all other fees” are fees billed by the independent registered public accounting firm for any services not included in the first three categories above.
|
Name
|
|
Position
|
John C. Miller
|
|
President and Chief Executive Officer
|
F. Mark Wolfinger
|
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
Christopher D. Bode
|
|
Senior Vice President and Chief Operating Officer
|
John W. Dillon
|
|
Senior Vice President and Chief Brand Officer
|
Stephen C. Dunn
|
|
Senior Vice President and Chief Global Development Officer
|
•
|
Domestic system-wide same-store sales
(1)
increased
0.8%
, comprised of a
1.8%
increase at Company restaurants and a
0.6%
increase at domestic franchised restaurants.
|
•
|
Completed 203 remodels, including 193 at franchised restaurants.
|
•
|
Operating Income increased 4.1% to $73.6 million.
|
•
|
Adjusted EBITDA
(2)
was
$105.3 million
.
|
•
|
Adjusted Net Income
(2)
was
$44.6 million
, or
$0.68
per diluted share.
|
•
|
Adjusted Free Cash Flow
(2)
was
$50.0 million
.
|
•
|
Allocated
$68.0 million
toward repurchases of Common Stock.
|
(1)
|
Same-store sales include sales at company restaurants and non-consolidated franchised and licensed restaurants that were open during the same period in the prior year. Total operating revenue is limited to company restaurant sales and royalties, advertising, fees and occupancy revenue from franchised and licensed restaurants. Accordingly, domestic franchise same-store sales and domestic system-wide same-store sales should be considered as a supplement to, not a substitute for, our results as reported under GAAP.
|
(2)
|
Please refer to reconciliations of Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), Adjusted Net Income, and Adjusted Free Cash Flow in Appendix A to this Proxy Statement.
|
•
|
2018 CIP
. The achievement of performance goals under our 2018 Corporate Incentive Plan (“CIP”) at or above threshold levels for all three plan metrics resulted in awards earned at 67.7% of target.
|
•
|
2016 Performance Share Unit Awards
. The 2016 performance share unit ("PSU") awards, with a performance period of December 31, 2015 through December 26, 2018, had two equally-weighted metrics of (i) relative total stockholder return (“TSR”) as measured against a peer group, and (ii) Adjusted EBITDA Growth (as described below). The Company's TSR over the three-year performance period was 68.8% and in the 87th percentile compared to the peer group, resulting in the TSR portion of the PSUs of the long-term incentive program ("LTIP") being earned at 146.3% of target. The compound annual growth rate ("CAGR") for the Adjusted EBITDA Growth metric was 5.88% over the three-year performance period, resulting in a payout under the Adjusted EBITDA Growth portion of the PSU award of 147.0%. The total payout under the 2016 LTIP was 146.7%.
|
(1)
|
Actual share multiple as of February 28, 2019, based upon the 50-day average trading price per share of Denny's Common Stock of $17.40.
|
(2)
|
Required stock ownership/retention levels for directors and executive officers are based upon the following multiples:
|
|
Multiple
|
Directors and CEO
|
5 X cash board retainer / base salary
|
Executive Vice Presidents
|
3 X base salary
|
Senior Vice Presidents and Vice Presidents
|
1 X base salary
|
Compensation Element
|
|
Description
|
|
Objectives/
Performance
Linkage
|
|
Performance Time
Horizon
|
Base Salary
|
|
Fixed portion of cash
compensation
|
|
Provide competitive compensation for day-to-day responsibilities and performance
|
|
Salary levels are based on individual performance sustained over a substantial period of time
|
Annual Cash Incentives
(CIP or Bonus)
|
|
Cash payments based on the Company’s achievement of certain financial and operating performance targets
|
|
Provide incentive to achieve key annual performance goals critical to the Company’s overall success
|
|
Payouts are based on annual Company performance
|
Long-Term Equity Incentives
|
|
PSUs vest based on the Company’s TSR vs. peer companies’ TSR and the achievement of a key financial performance target related to earnings growth
|
|
Directly align executive interests with the long-term success of the Company (as measured by stock price appreciation and earnings growth) and provide incentive for key leadership talent to remain with the Company
|
|
PSUs vest over a 3-year period providing an aligned, long-term link to stock price performance and financial results
|
Benefits and Perquisites
|
|
Retirement, health care, and other benefits designed to provide financial safeguards to executives; relocation benefits designed to assist with moves necessitated by an executive's employment at Denny's; perquisites such as telecommunication allowances that have a direct business use
|
|
Provide health care and financial security benefits to our executive officers similar to those provided to all our management employees; allow executives to focus on
Company business without incurring significant personal expense; provide market competitive package to recruit and retain executive talent
|
|
Most benefits are provided to all salaried employees on essentially the same terms, with a retentive purpose; some benefits vary among levels of salaried employees
|
•
|
Published compensation surveys (covering the chain restaurant industry) and public and private executive compensation surveys specific to the retail and food services industry, which provide aggregated information on base salary, total cash compensation (base salary and bonus), and total direct compensation (base salary, bonus and long-term incentives) for various executive positions.
|
•
|
Data from proxy statements collected and analyzed from a peer group of 15 restaurant companies operating in the family dining, casual and quick service segments, as further described below under "How Peer Companies are Determined." This restaurant peer group consisted of the following companies:
|
(1)
|
Became privately-held effective January 2019
|
(2)
|
Became privately-held effective February 2018.
|
(3)
|
Became privately-held effective December 2018.
|
|
At Threshold
|
|
At Target
|
|
At Maximum
|
||||||||||||
|
Performance
Goal
|
|
Payout
(2)
|
|
Performance
Goal
|
|
Payout
(2)
|
|
Performance
Goal
|
|
Payout
(2)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Franchised Same-Store Sales
(3)
|
0.0
|
%
|
|
0.0
|
%
|
|
+3.1
|
%
|
|
15
|
%
|
|
+6.0
|
%
|
|
30
|
%
|
Company Same-Store Sales
(3)
|
0.0
|
%
|
|
0.0
|
%
|
|
+3.0
|
%
|
|
25
|
%
|
|
+6.0
|
%
|
|
50
|
%
|
Adjusted EBITDA
(4)
|
$87.2MM
|
|
|
0.0
|
%
|
|
$109.0MM
|
|
|
60
|
%
|
|
$130.8MM
|
|
|
120
|
%
|
Total
(5)
|
|
|
|
0.0
|
%
|
|
|
|
|
100
|
%
|
|
|
|
|
200
|
%
|
(1)
|
Before any incentive awards are payable to our NEOs under the CIP, a performance threshold of Adjusted EBITDA must be achieved. For 2018, the Adjusted EBITDA performance threshold of $65 million was achieved with an actual Adjusted EBITDA of $105.3 million.
|
(2)
|
As a percentage of a participant’s Target Award.
|
(3)
|
Based upon percentage increases as compared to the prior year.
|
(4)
|
Please refer to the reconciliation of Adjusted EBITDA in Appendix A to this Proxy Statement.
|
(5)
|
Actual results that fall between threshold, target, and maximum performance levels are interpolated to compute payout amounts.
|
2018 CIP Metric
|
Actual Results
|
|
Payout%
(at Target)
(1)
|
|
Payout%
(Actual Results)
(1)
|
Franchised Same-Store Sales
|
+0.6%
|
|
15%
|
|
2.9%
|
Company Same-Store Sales
|
+1.8%
|
|
25%
|
|
15.0%
|
Adjusted EBITDA
(2)
|
$105.3MM
|
|
60%
|
|
49.8%
|
Total All Metrics
|
|
|
100%
|
|
67.7%
|
(1)
|
As a percentage of a participant’s Target Award.
|
(2)
|
Please refer to the reconciliation of Adjusted EBITDA in Appendix A to this Proxy Statement.
|
Executive Officer
|
|
Target Opportunity
(1)
|
|
Annual Target Award
(2)
|
|
Actual Payout
(3)
|
John C. Miller
|
|
100%
|
|
$896,154
|
|
$606,719
|
F. Mark Wolfinger
|
|
90%
|
|
$491,539
|
|
$332,784
|
Christopher D. Bode
|
|
70%
|
|
$267,238
|
|
$180,927
|
John W. Dillon
|
|
70%
|
|
$255,608
|
|
$173,053
|
Stephen C. Dunn
|
|
70%
|
|
$252,646
|
|
$171,048
|
(1)
|
As a percentage of a participant’s base salary earned during fiscal year 2018.
|
(2)
|
The Annual Target Award is based upon the NEO's base salary earned during the year and reflects changes to their base salaries during fiscal 2018 pursuant to the terms of the 2018 CIP.
|
(3)
|
For each NEO, actual payout amounts reflect pro-rated adjustments to their individual Target Awards pursuant to the terms of the 2018 CIP as a result of the changes to their base salaries during 2018.
|
◦
|
Reward long-term Company profitability and growth
|
◦
|
Promote increased stockholder value and align our executives’ interests with the interests of our stockholders
|
◦
|
Offer competitive awards aligned with market practice
|
◦
|
Promote stock ownership among executives
|
◦
|
Encourage a long-term perspective among executive officers
|
◦
|
Provide an incentive for executives to remain with the Company
|
Degree of Performance
|
|
Denny’s TSR
Performance Ranking vs. Peers |
|
Payout as a %
of Target (1) |
Below Threshold
|
|
<25th %ile
|
|
0%
|
Threshold
|
|
25th %ile
|
|
50%
|
Target
|
|
50th %ile
|
|
100%
|
Maximum
|
|
90th %ile
|
|
150%
|
(1)
|
Payouts are interpolated between payout levels.
|
BJ's Restaurants, Inc.
|
Darden Restaurants, Inc.
|
Kona Grill, Inc.
|
Bloomin' Brands, Inc.
|
Dave & Buster's Entertainment, Inc.
|
Red Robin Gourmet Burgers, Inc.
|
Bravo Brio Restaurant Group, Inc.
|
Del Frisco's Restaurant Group, Inc.
|
Ruth's Hospitality Group, Inc.
|
Brinker International, Inc.
|
Dine Brands Global, Inc.
|
Texas Roadhouse, Inc.
|
Chuy's Holdings, Inc.
|
Fogo de Chao, Inc.
|
The Cheesecake Factory Incorporated
|
Cracker Barrel Old Country Sore, Inc.
|
J. Alexander's Holdings, Inc.
|
The ONE Group Hospitality, Inc.
|
Degree of Performance
|
|
Denny’s Adjusted EBITDA CAGR
|
|
Payout as a %
of Target Award of Adjusted EBITDA PSUs (1) |
Below Threshold
|
|
<2.00% growth
|
|
0%
|
Threshold
|
|
2.00% growth
|
|
50%
|
Target
|
|
4.00% growth
|
|
100%
|
Maximum
|
|
6.00% growth
|
|
150%
|
Executive Officer
|
|
Target PSUs
(1)
|
|
Earned PSUs
|
|
Earned PSUs Paid Out
(2)
|
|
Earned PSUs Deferred
(3)
|
John C. Miller
|
|
224,281
|
|
328,905
|
|
-
|
|
328,905
|
F. Mark Wolfinger
|
|
69,263
|
|
101,574
|
|
101,574
|
|
-
|
Christopher D. Bode
|
|
36,941
|
|
54,175
|
|
54,175
|
|
-
|
John W. Dillon
|
|
33,248
|
|
48,759
|
|
48,759
|
|
-
|
Stephen C. Dunn
|
|
34,830
|
|
51,079
|
|
25,540
|
|
25,539
|
(1)
|
Includes both metrics of the 2016 PSU awards.
|
(2)
|
PSUs are payable on a "one-for-one" basis in shares of Common Stock, net of shares withheld for tax withholding.
|
(3)
|
PSUs which were deferred pursuant to the Denny's, Inc. Deferred Compensation Plan and are payable on a "one-for-one" basis in Denny's Common Stock upon the NEO's termination of service.
|
|
Multiple
|
Directors and CEO
|
5 X cash board retainer / base salary
|
Executive Vice Presidents
|
3 X base salary
|
Senior Vice Presidents and Vice Presidents
|
1 X base salary
|
(1)
|
Any executive officer who is also a member of the Board will be required to maintain the ownership level set for his or her executive officer position.
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||||
John C. Miller
|
|
2018
|
|
896,154
|
|
|
2,474,976
|
|
(1)
|
606,719
|
|
(2)
|
24,400
|
|
(3)
|
4,002,249
|
|
|
|
President and
|
|
2017
|
|
871,154
|
|
|
2,406,245
|
|
|
500,042
|
|
|
32,394
|
|
|
3,809,835
|
|
|
Chief Executive Officer
|
|
2016
|
|
844,615
|
|
|
2,125,015
|
|
|
2,194,543
|
|
|
29,994
|
|
|
5,194,167
|
|
F. Mark Wolfinger
|
|
2018
|
|
546,154
|
|
|
687,478
|
|
(1)
|
332,784
|
|
(2)
|
29,946
|
|
(3)
|
1,596,362
|
|
|
|
Executive Vice President,
|
|
2017
|
|
525,000
|
|
|
656,257
|
|
|
271,215
|
|
|
30,040
|
|
|
1,482,512
|
|
|
Chief Administrative Officer and
|
|
2016
|
|
525,000
|
|
|
656,252
|
|
|
919,249
|
|
|
29,840
|
|
|
2,130,341
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Christopher D. Bode
|
|
2018
|
|
381,769
|
|
|
382,988
|
|
(1)
|
180,927
|
|
(2)
|
29,257
|
|
(3)
|
974,941
|
|
|
|
Senior Vice President and
|
|
2017
|
|
372,692
|
|
|
375,006
|
|
|
149,748
|
|
|
22,100
|
|
|
919,546
|
|
|
Chief Operating Officer
|
|
2016
|
|
353,077
|
|
|
350,008
|
|
|
378,110
|
|
|
21,777
|
|
|
1,102,972
|
|
John W. Dillon
|
|
2018
|
|
365,154
|
|
|
366,997
|
|
(1)
|
173,053
|
|
(2)
|
23,374
|
|
(3)
|
928,578
|
|
|
|
Senior Vice President and
|
|
2017
|
|
336,154
|
|
|
340,005
|
|
|
135,067
|
|
|
19,052
|
|
|
830,278
|
|
|
Chief Brand Officer
|
|
2016
|
|
312,692
|
|
|
315,018
|
|
|
299,593
|
|
|
20,915
|
|
|
948,218
|
|
Stephen C. Dunn
|
|
2018
|
|
360,923
|
|
|
361,988
|
|
(1)
|
171,048
|
|
(2)
|
23,714
|
|
(3)
|
917,673
|
|
|
|
Senior Vice President and Chief
|
|
2017
|
|
351,154
|
|
|
355,006
|
|
|
141,094
|
|
|
21,854
|
|
|
869,108
|
|
|
Global Development Officer
|
|
2016
|
|
325,384
|
|
|
330,007
|
|
|
360,334
|
|
|
25,695
|
|
|
1,041,420
|
|
(1)
|
The amounts reflect the grant date fair value of PSUs granted pursuant to our 2018 LTIP determined in accordance with FASB Accounting Standards Codification 718, "Compensation-Stock Compensation" ("FASB ASC 718"). Each 2018 LTIP award was granted with two equally weighted metrics of relative TSR and Adjusted EPS Growth. The $18.17 grant date fair value of the PSUs relating to the relative TSR metric was determined using the Monte Carlo Valuation method. The target number of PSUs relating to the relative TSR metric granted to Messrs. Miller, Wolfinger, Bode, Dillon and Dunn was 68,106, 18,918, 10,539, 10,099 and 9,961, respectively. The $15.93 grant date fair value of the PSUs relating to the Adjusted EPS Growth metric was based on the closing stock price per share of our stock on the grant date. The target number of PSUs relating to the Adjusted EPS Growth metric granted to Messrs. Miller, Wolfinger, Bode, Dillon and Dunn was 77,683, 21,578, 12,021, 11,519 and 11,362, respectively. The value of the award at the grant date, assuming that the highest level of performance conditions will be achieved, is $3,712,464, $1,031,216, $574,482, $550,495 and $542,982 for Messrs. Miller, Wolfinger, Bode, Dillon and Dunn, respectively. Additional information regarding the 2018 LTIP can be found in the CD&A. Details on the valuation and terms of this award can be found in Note 14 to the Consolidated Financial Statements in our Form 10-K filed with the SEC on February 25, 2019.
|
(2)
|
The amounts include performance-based bonuses earned under the 2018 CIP. Refer to the CD&A for more information regarding the 2018 CIP.
|
(3)
|
The amounts for Messrs. Miller, Wolfinger, Bode, Dillon and Dunn include Company contributions to their 401(k) accounts of $5,500, $11,046, $18,237, $12,474 and $12,694, respectively. The amounts also include the following perquisites: a car allowance of $18,000, $18,000, $10,000, $10,000 and $10,000 for Messrs. Miller, Wolfinger, Bode, Dillon and Dunn, respectively, and a telecommunications allowance of $900, $900, $1,020, $900 and $1,020 for Messrs. Miller, Wolfinger, Bode, Dillon and Dunn, respectively.
|
Name
|
|
Grant
Date
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
(1)
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)
|
|
Grant Date
Fair Value
of Stock
and Option
Awards ($)
(3)
|
|||||||||||||||
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||
John C. Miller
|
|
|
|
448,077
|
|
|
896,154
|
|
|
1,792,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/8/18
|
|
|
|
|
|
|
|
|
|
|
72,895
|
|
|
145,789
|
|
|
218,684
|
|
|
2,474,976
|
|
F. Mark Wolfinger
|
|
|
|
245,770
|
|
|
491,539
|
|
|
983,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/8/18
|
|
|
|
|
|
|
|
|
|
|
20,248
|
|
|
40,496
|
|
|
60,744
|
|
|
687,478
|
|
Christopher D. Bode
|
|
|
|
133,619
|
|
|
267,238
|
|
|
534,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/8/18
|
|
|
|
|
|
|
|
|
|
|
11,281
|
|
|
22,560
|
|
|
33,841
|
|
|
382,988
|
|
John W. Dillon
|
|
|
|
127,804
|
|
|
255,608
|
|
|
511,216
|
|
|
|
|
|
|
|
|
|
||||
|
|
3/8/18
|
|
|
|
|
|
|
|
10,810
|
|
|
21,618
|
|
|
32,428
|
|
|
366,997
|
|
|||
Stephen C. Dunn
|
|
|
|
126,323
|
|
|
252,646
|
|
|
505,292
|
|
|
|
|
|
|
|
|
|
||||
|
|
3/8/18
|
|
|
|
|
|
|
|
10,662
|
|
|
21,323
|
|
|
31,985
|
|
|
361,988
|
|
(1)
|
Reflects threshold, target and maximum payout levels of performance-based bonuses awarded pursuant to the Company’s 2018 CIP under the 2017 Omnibus Incentive Plan. The actual amounts earned by each of the NEOs in 2018 are reported in the Non-Equity Incentive Plan Compensation column in the 2018 Summary Compensation Table. Refer to the CD&A for more information regarding our annual cash incentive bonus program.
|
(2)
|
Reflects threshold, target and maximum payout levels of PSUs that may be earned contingent on the results of the 2018 LTIP under the 2017 Omnibus Incentive Plan. Refer to the CD&A for more information regarding the 2018 LTIP.
|
(3)
|
The grant date fair value of awards is determined pursuant to FASB ASC 718.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
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 ($)
(6)
|
|||||
John C. Miller
|
|
|
|
|
|
|
|
|
|
187,720
|
|
(4)
|
3,052,319
|
|
|||
|
|
|
|
|
|
|
|
|
|
218,684
|
|
(5)
|
3,555,794
|
|
|||
F. Mark Wolfinger
|
|
15,000
|
|
(1)
|
—
|
|
|
1.67
|
|
|
3/31/2019
|
|
|
|
|
|
|
|
|
150,000
|
|
(2)
|
—
|
|
|
2.36
|
|
|
1/26/2020
|
|
|
|
|
|
|
|
|
95,700
|
|
(3)
|
—
|
|
|
3.89
|
|
|
2/1/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,197
|
|
(4)
|
832,463
|
|
|||
|
|
|
|
|
|
|
|
|
|
60,744
|
|
(5)
|
987,697
|
|
|||
Christopher D. Bode
|
|
|
|
|
|
|
|
|
|
29,256
|
|
(4)
|
475,694
|
|
|||
|
|
|
|
|
|
|
|
|
|
33,840
|
|
(5)
|
550,238
|
|
|||
John W. Dillon
|
|
8,900
|
|
(3)
|
—
|
|
|
3.89
|
|
|
2/1/2021
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
26,525
|
|
(4)
|
431,297
|
|
|||
|
|
|
|
|
|
|
|
|
|
32,427
|
|
(5)
|
527,263
|
|
|||
Stephen C. Dunn
|
|
|
|
|
|
|
|
|
|
27,696
|
|
(4)
|
450,329
|
|
|||
|
|
|
|
|
|
|
|
|
|
31,985
|
|
(5)
|
520,068
|
|
(1)
|
The options were granted on March 31, 2009 and vested in three equal annual installments beginning on the first anniversary of the grant date.
|
(2)
|
The options were granted on January 26, 2010 and vested in three equal annual installments beginning on the first anniversary of the grant date.
|
(3)
|
The options were granted on February 1, 2011 and vested in three equal annual installments beginning on the first anniversary of the grant date.
|
(4)
|
Reflects the number of shares of Denny's Common Stock that may be earned by the NEO pursuant to our 2017 LTIP. These PSUs will be earned and will vest (from 0% to 150% of the target award) based on the results of two equally-weighted performance metrics (Adjusted EBITDA Growth and TSR compared to a peer group) over a three-year performance period ending on December 25, 2019. The number of shares reported is based on our actual performance results through the end of fiscal 2018 under the applicable performance measures and assuming that the payout will occur at the next highest level (threshold, target or maximum).
|
(5)
|
Reflects number of shares of Denny's Common Stock that may be earned by the NEO pursuant to our 2018 LTIP. These PSUs will be earned and will vest (from 0% to 150% of the target award) based on the results of two equally-weighted performance metrics (Adjusted EPS Growth and TSR compared to a peer group) over a three-year performance period ending on December 30, 2020. The number of shares reported is based on our actual performance results through the end of fiscal 2018 under the applicable performance measures and assuming that the payout will occur at the next highest level (threshold, target or maximum). Additional information regarding the 2018 LTIP can be found in the CD&A.
|
(6)
|
Reflects the value as calculated using the closing price per share of our Common Stock as of
December 26, 2018
(
$16.26
).
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise (#)
(1)
|
|
Value Realized on Exercise ($)
(1)
|
|
Number of Shares Acquired on Vesting (#)
(2)
|
|
Value Realized on Vesting ($)
(2)
|
||||
John C. Miller
|
|
200,000
|
|
|
2,238,489
|
|
|
328,905
|
|
(3)
|
5,347,995
|
|
F. Mark Wolfinger
|
|
90,880
|
|
|
1,235,613
|
|
|
101,574
|
|
|
1,651,593
|
|
Christopher D. Bode
|
|
—
|
|
|
—
|
|
|
54,175
|
|
|
880,886
|
|
John W. Dillon
|
|
—
|
|
|
—
|
|
|
48,759
|
|
|
792,821
|
|
Stephen C. Dunn
|
|
—
|
|
|
—
|
|
|
51,079
|
|
(3)
|
830,545
|
|
(1)
|
The amounts in these columns reflect stock options exercised by the NEOs pursuant to our various equity plans as follows:
|
Name
|
|
Options Exercised
|
|
Exercise Price
|
|
Exercise Date
|
|
Market Value Upon Exercise
|
|
John C. Miller
|
|
56,300
|
|
|
$3.89
|
|
2/21/2018
|
|
$15.03
|
John C. Miller
|
|
16,117
|
|
|
$3.89
|
|
2/22/2018
|
|
$15.07
|
John C. Miller
|
|
27,886
|
|
|
$3.89
|
|
2/26/2018
|
|
$15.03
|
John C. Miller
|
|
22,660
|
|
|
$3.89
|
|
2/27/2018
|
|
$15.06
|
John C. Miller
|
|
77,037
|
|
|
$3.89
|
|
2/28/2018
|
|
$15.15
|
F. Mark Wolfinger
|
|
10,000
|
|
|
$2.59
|
|
2/21/2018
|
|
$14.90
|
F. Mark Wolfinger
|
|
9,400
|
|
|
$2.59
|
|
2/22/2018
|
|
$14.90
|
F. Mark Wolfinger
|
|
600
|
|
|
$2.59
|
|
2/22/2018
|
|
$15.10
|
F. Mark Wolfinger
|
|
10,000
|
|
|
$2.59
|
|
2/23/2018
|
|
$14.86
|
F. Mark Wolfinger
|
|
15,000
|
|
|
$2.59
|
|
3/5/2018
|
|
$15.54
|
F. Mark Wolfinger
|
|
9,380
|
|
|
$2.59
|
|
3/5/2018
|
|
$15.58
|
F. Mark Wolfinger
|
|
7,500
|
|
|
$1.67
|
|
11/5/2018
|
|
$16.65
|
F. Mark Wolfinger
|
|
7,500
|
|
|
$1.67
|
|
11/8/2018
|
|
$16.65
|
F. Mark Wolfinger
|
|
6,500
|
|
|
$1.67
|
|
11/16/2018
|
|
$16.79
|
F. Mark Wolfinger
|
|
7,500
|
|
|
$1.67
|
|
11/19/2018
|
|
$17.00
|
F. Mark Wolfinger
|
|
7,500
|
|
|
$1.67
|
|
12/11/2018
|
|
$16.67
|
(2)
|
Reflects the amount of vested PSUs awarded to the NEO officer pursuant to our 2016 LTIP. The PSUs were earned and vested on December 26, 2018 and the value reported is based on the closing price per share of our Common Stock on such date (
$16.26
).
|
(3)
|
Under the terms of the Denny’s, Inc. Deferred Compensation Plan, As Amended and Restated Effective March 1, 2017 (the "Deferred Compensation Plan"), certain employees may defer up to 100% of the PSUs earned under the 2016 LTIP. Mr. Miller elected to defer 100%, or
328,905
PSUs, and Mr. Dunn elected to defer 50%, or
25,539
PSUs, that vested under the 2016 LTIP.
|
Name
|
|
Executive Contributions in Last FY ($)
|
|
Aggregate Earnings in Last FY ($)
(2)
|
|
Aggregate Withdrawals/ Distributions ($)
|
|
Aggregate Balance at Last FY ($)
(3)
|
||||
John C. Miller
|
|
5,437,610
|
|
(1)
|
487,002
|
|
|
—
|
|
|
10,745,340
|
|
F. Mark Wolfinger
|
|
—
|
|
|
(15,042
|
)
|
|
—
|
|
|
478,412
|
|
Christopher D. Bode
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
John W. Dillon
|
|
16,147
|
|
(1)
|
(21,686
|
)
|
|
—
|
|
|
218,907
|
|
Stephen C. Dunn
|
|
420,993
|
|
(1)
|
(96,943
|
)
|
|
(18,989
|
)
|
|
1,661,416
|
|
(1)
|
The executive contributions for Messrs. Miller, Dillon and Dunn include amounts of
$89,615
,
$16,147
and
$5,729
, respectively, related to deferred salary and/or bonus that are reported in the
2018
rows of the 2018 Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. The executive contributions for Messrs. Miller and Dunn also include
328,905
and
25,539
of deferred PSUs, respectively, awarded to them pursuant to our 2016 LTIP. The aggregate grant date fair value of the PSUs is reported in the 2016 rows of the 2018 Summary Compensation Table under the “Stock Awards” column. The PSUs were earned and vested on December 26, 2018 and the value reported in this table is based on the closing price of our Common Stock on such date (
$16.26
).
|
(2)
|
None of the amounts in this column have been reported in the Summary Compensation Tables for prior fiscal years.
|
(3)
|
Aggregate balances as of
December 26, 2018
include the following amounts that were previously reported as compensation to the NEOs in the Summary Compensation Table for years prior to 2018: $1,127,209 for Mr. Miller (2011-2017), $479,785 for Mr. Wolfinger (2006-2015), $13,773 for Mr. Dillon (2016-2017) and 423,763 for Mr. Dunn (2013-2017). The aggregate balances for Messrs. Miller and Dunn also include the value of deferred PSUs. The original grant date fair value of the deferred PSUs reported as compensation in the Summary Compensation Table for years prior to 2018 was $4,162,518 and $315,010 for Messrs. Miller and Dunn, respectively.
|
|
John C.
Miller
|
|
F. Mark
Wolfinger
|
|
Christopher D.
Bode
|
|
John W. Dillon
|
|
Stephen C. Dunn
|
||||||||||
Reason for Termination:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
By Company Without Cause; By Executive for Good Reason
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Severance
(1)
|
$
|
900,000
|
|
|
$
|
550,000
|
|
|
$
|
383,000
|
|
|
$
|
367,000
|
|
|
$
|
362,000
|
|
Health & Welfare Continuation (estimated)
(2)
|
21,440
|
|
|
17,360
|
|
|
17,663
|
|
|
22,261
|
|
|
22,261
|
|
|||||
Outplacement Services (estimated)
(3)
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|||||
Total
|
$
|
941,440
|
|
|
$
|
587,360
|
|
|
$
|
420,663
|
|
|
$
|
409,261
|
|
|
$
|
404,261
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death or Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accelerated 2017 LTIP Award
(4)
|
$
|
1,218,557
|
|
|
$
|
332,340
|
|
|
$
|
189,908
|
|
|
$
|
172,184
|
|
|
$
|
179,784
|
|
Accelerated 2018 LTIP Award
(4)
|
1,131,944
|
|
|
314,421
|
|
|
175,162
|
|
|
167,848
|
|
|
165,557
|
|
|||||
Total-Death or Disability
|
$
|
2,350,501
|
|
|
$
|
646,761
|
|
|
$
|
365,070
|
|
|
$
|
340,032
|
|
|
$
|
345,341
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Termination Within 24 Months Following a Change of Control (By Company Without Cause; By Executive for Good Reason)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Severance
(1)
|
$
|
3,600,000
|
|
|
$
|
2,090,000
|
|
|
$
|
651,100
|
|
|
$
|
623,900
|
|
|
$
|
615,400
|
|
Health & Welfare Continuation (estimated)
(2)
|
42,880
|
|
|
34,720
|
|
|
17,663
|
|
|
22,261
|
|
|
22,261
|
|
|||||
Accelerated 2017 LTIP Award
(4)
|
1,830,350
|
|
|
499,195
|
|
|
285,255
|
|
|
258,631
|
|
|
270,047
|
|
|||||
Accelerated 2018 LTIP Award
(4)
|
3,405,187
|
|
|
945,863
|
|
|
526,933
|
|
|
504,930
|
|
|
498,041
|
|
|||||
Outplacement Services (estimated)
(3)
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|||||
Estimated Code Section 280G "Cut-Back" to Avoid Excise Tax
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
8,898,417
|
|
|
$
|
3,589,778
|
|
|
$
|
1,500,951
|
|
|
$
|
1,429,722
|
|
|
$
|
1,425,749
|
|
(1)
|
Reflects severance payments pursuant to the Severance Plan consisting of (a) for Messrs. Miller and Wolfinger, salary continuation for 12 months, or a lump sum payment equal two times base salary and target bonus in the event of termination within two years of a change in control; (b) for Messrs. Bode, Dillon and Dunn, salary continuation for 12 months, or a lump sum payment equal one times base salary and target bonus in the event of termination within two years of a change in control.
|
(2)
|
Reflects a payment pursuant to the Severance Plan equal to (a) for Messrs. Miller and Wolfinger, the cost of providing continued health and welfare benefits for a period of 12 months following termination, or a period of 24 months following termination within two years of a change in control; (b) for Messrs. Bode, Dillon and Dunn, the cost of continued health and medical benefits under Section 4980B of the Code (COBRA coverage) for a 12 month period less the amount the executive would have paid for health and medical benefits had he remained employed with the Company.
|
(3)
|
Executives are eligible to receive up to $20,000 of outplacement services pursuant to the Severance Plan for a period of 12 months following termination.
|
(4)
|
2017
and
2018
performance shares vest upon a change in control at the actual performance level at the date of change in control. Upon death or termination upon permanent disability, the performance shares vest on a pro rated basis based upon actual performance.
|
(5)
|
The Severance Plan provides that in the event the executive would be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits will be reduced to the maximum amount that does not trigger the excise tax, unless the executive would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes.
|
CEO Pay Ratio
|
|
Median employee total compensation
|
$17,931
|
CEO total compensation
|
$4,002,249
|
Ratio of CEO to Median Employee compensation
|
223:1
|
Name
|
|
Fees Earned or Paid in Cash ($)
(1)
|
|
Stock Awards ($)
(2)
|
|
Total ($)
|
|||
Bernadette S. Aulestia
|
|
48,420
|
|
|
100,002
|
|
|
148,422
|
|
Gregg R. Dedrick
|
|
90,000
|
|
|
100,002
|
|
|
190,002
|
|
José M. Gutiérrez
|
|
90,000
|
|
|
100,002
|
|
|
190,002
|
|
George W. Haywood
|
|
80,000
|
|
|
100,002
|
|
|
180,002
|
|
Brenda J. Lauderback
|
|
135,000
|
|
|
155,002
|
|
|
290,002
|
|
Robert E. Marks
|
|
90,003
|
|
|
100,002
|
|
|
190,005
|
|
Donald C. Robinson
|
|
90,000
|
|
|
100,002
|
|
|
190,002
|
|
Debra Smithart-Oglesby
|
|
28,571
|
|
|
0
|
|
|
28,571
|
|
Laysha Ward
|
|
75,000
|
|
|
100,002
|
|
|
175,002
|
|
(1)
|
The amounts in this column reflect the cash fees earned and/or paid to our non-employee directors as described below under “2018 Director Compensation Program.” Ms. Aulestia received a pro-rata potion of the cash fees based on her joining the Board during 2018. Mr. Marks elected to receive his cash fees earned in the form of deferred stock units (“DSUs”). The 6,122 DSUs granted in lieu of Mr. Marks' 2018 cash fees are included in the aggregate number of DSUs held by him, as shown in the footnote below. Ms. Smithart-Oglesby received a pro-rata portion of the cash fees based on her resignation from the Board during 2018.
|
(2)
|
The amounts in this column reflect the grant date fair value of DSUs and restricted stock units (“RSUs”) awarded to directors pursuant to our equity incentive plans determined in accordance with FASB ASC 718. Details on the valuation and terms of these awards can be found in Note 14 to the Consolidated Financial Statements in our Form 10-K filed with the SEC on
February 25, 2019
. The aggregate number of DSUs held as of
December 26, 2018
for Ms. Aulestia, Messrs. Dedrick, Gutiérrez and Haywood, Ms. Lauderback, Messrs. Marks and Robinson and Ms. Ward were
6,431
,
29,803
,
87,683
,
88,500
,
164,622
,
176,992
(includes 10,000 RSUs),
146,292
, and
98,698
, respectively.
|
•
|
An annual cash retainer of $75,000 (for all non-employee directors other than the Board Chair);
|
•
|
An annual cash retainer of $130,000 for the Board Chair;
|
•
|
An additional annual cash retainer of $20,000 for the chair of the Audit Committee;
|
•
|
An additional annual cash retainer of $15,000 for the chair of the Compensation Committee;
|
•
|
An additional annual cash retainer of $15,000 for the chair of the Governance Committee;
|
•
|
A $5,000 annual cash retainer is paid to the Audit Committee members due to the additional number of regularly scheduled meetings; and
|
•
|
A meeting fee of $500 (for telephonic) or $1,000 (for in-person) for each Board or Committee meeting attended in excess of ten meetings during a calendar year.
|
|
Fiscal Year Ended
|
|||||||
(In thousands, except per share amounts)
|
12/26/2018
|
|
12/27/2017
|
|
||||
Net income
|
$
|
43,693
|
|
|
$
|
39,594
|
|
|
Provision for income taxes
|
8,557
|
|
|
17,207
|
|
|
||
Operating (gains), losses and other charges, net
|
2,620
|
|
|
4,329
|
|
|
||
Other nonoperating expense (income), net
|
619
|
|
|
(1,743
|
)
|
|
||
Share-based compensation
|
6,038
|
|
|
8,541
|
|
|
||
Deferred compensation plan valuation adjustments
|
(1,037
|
)
|
|
1,638
|
|
|
||
Interest expense, net
|
20,745
|
|
|
15,640
|
|
|
||
Depreciation and amortization
|
27,039
|
|
|
23,720
|
|
|
||
Cash payments for restructuring charges and exit costs
|
(1,050
|
)
|
|
(1,660
|
)
|
|
||
Cash payments for share-based compensation
|
(1,934
|
)
|
|
(3,946
|
)
|
|
||
Adjusted EBITDA
|
$
|
105,290
|
|
|
$
|
103,320
|
|
|
|
|
|
|
|
||||
Cash interest expense, net
|
(19,595
|
)
|
|
(14,566
|
)
|
|
||
Cash paid for income taxes, net
|
(3,254
|
)
|
|
(6,367
|
)
|
|
||
Cash paid for capital expenditures
|
(32,441
|
)
|
|
(31,164
|
)
|
|
||
Adjusted Free Cash Flow
|
$
|
50,000
|
|
|
$
|
51,223
|
|
|
Net Income Reconciliation
|
Fiscal Year Ended
|
||||||
(In thousands)
|
12/26/2018
|
|
12/27/2017
|
||||
Net income
|
$
|
43,693
|
|
|
$
|
39,594
|
|
(Gains) losses on sales of assets and other, net
|
(513
|
)
|
|
3,518
|
|
||
Impairment charges
|
1,558
|
|
|
326
|
|
||
Tax reform
|
—
|
|
|
(1,558
|
)
|
||
Tax effect
(1)
|
(171
|
)
|
|
(1,165
|
)
|
||
Adjusted Net Income
|
$
|
44,567
|
|
|
$
|
40,715
|
|
|
|
|
|
||||
Diluted weighted-average shares outstanding
|
65,562
|
|
|
70,403
|
|
||
|
|
|
|
||||
Diluted Net Income Per Share
|
$
|
0.67
|
|
|
$
|
0.56
|
|
Adjustments Per Share
|
$
|
0.01
|
|
|
$
|
0.02
|
|
Adjusted Net Income Per Share
|
$
|
0.68
|
|
|
$
|
0.58
|
|
(1)
|
Tax adjustments for the year ended December 26, 2018 are calculated using the Company's year-to-date effective tax rate of 16.4%. Tax adjustments for the year ended December 27, 2017 are calculated using an effective tax rate of 30.3%.
|
1 Year Dennys Chart |
1 Month Dennys Chart |
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