Denny : Proxy Statement (NPS 600573 002)

Published: 2025-04-03 14:11:10 ET DENN

April 3, 2025

203 E. Main Street

Spartanburg, South Carolina 29319

To Our Stockholders:

In 2024, we navigated a choppy environment by remaining focused on our strategic framework and making progress across our key initiatives to drive the long-term transformation of Denny's and the accelerating growth of Keke's Breakfast Cafe.

Multiple years of cumulative inflation progressively weighed on consumer sentiment. To address this concern, we reinforced Denny's value leadership position in the market with the successful relaunch of our $2 $4 $6 $8 value menu. In addition to meeting consumers' need for quality products at a compelling price, this redesigned signature value platform also delivers greater profitability for our franchisees and company operated restaurants.

We are also meeting our guests' need for greater convenience and variety through our off-premises business. While many in the industry have experienced declines in this channel, our off-premises business remains consistently strong. During 2024, we launched our third virtual brand, Banda Burrito, to approximately 1,000 restaurant locations. We are committed to providing convenience through our off-premises business, and we believe these channels will remain a key differentiator for us.

In addition to value products and convenient off-premises options, our marketing team has been driving customer engagement and awareness. We have targeted guests through new compelling product innovations, media support, and movie partnerships. We also continue to make meaningful investments in our digital infrastructure to drive organic digital sales growth for today while also building a foundation for ongoing future enhancements. To further enhance the dining experience, we reignited our Diner 2.0 remodel program in 2024 to modernize and elevate guest satisfaction.

While advancing the long-term transformation of Denny's, we are also focused on expanding Keke's Breakfast Cafe into new markets. The strong leadership team opened 12 new cafes in 2024, setting a record for annual openings since the brand's inception. While the footprint for this brand was previously limited to Florida, we expanded into five new states, including California, Colorado, Nevada, Tennessee, and Texas. A current development pipeline of approximately 140 future franchise cafes will help fuel accelerating growth into the future.

These collective efforts and many more contributed to improving sales trends through 2024, as both brands outperformed industry benchmarks for multiple quarters.

We have built a diverse and inclusive workforce through our commitment to embracing the unique qualities of each employee and valuing differences in thought, culture, and experiences. In support of this commitment, we continually remind our teams of our updated Guiding Principles: 1) People First, 2) Be Bold, 3) Own It, and 4) Win Together.

Feeding our guests' minds, bodies and souls is our purpose and the reason we exist, and we are determined to fulfill that purpose while operating as a responsible steward for our planet and our people. That is why Denny's purchasing decisions are guided by a commitment to animal welfare and responsible sourcing. We have made great strides to reduce energy and waste and will continue dedicating resources to make our business more sustainable. Through our partnership with No Kid Hungry, we have raised a cumulative $14.5 million for children facing hunger in the United States, and our Mobile Relief Diner has served over 150,000 free meals to those in need, including over 38,000 in 2024.

Sound strategies and effective leadership teams with a long-term focus have contributed to Denny's 70 years of success. Continued oversight of these strategies by our diverse and experienced Board, coupled with officer equity holding requirements, promise to ensure that our focus on near-term goals and success remains aligned with long-term stockholder interest and ultimately the fulfillment of our purpose for many years to come.

Thank you for your continued interest and ongoing support.

With Respect and Gratitude,

Brenda J. Lauderback Board Chair

Kelli Valade CEO

DENNY'S CORPORATION

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

When

Where

Record Date

Date and Time May 14, 2025

Online atwww.virtualshareholdermeeting.com/DENN2025

Stockholders as of March 18, 2025 are entitled to vote.

11:00 AM (Eastern Time)

VOTING ITEMS

Proposals

Board Vote Recommendation

For Further Details

To elect seven (7) directors

✓ FOR each director nominee

See page 7

To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025

✓ FOR

See page 18

To approve, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in this proxy statement

✓ FOR

See page 20

To vote on a resolution to approve the Denny's Corporation Amended and Restated 2021 Omnibus Incentive Plan

✓ FOR

See page 21

To vote on a stockholder proposal that asks the Board of Directors to take the steps necessary to amend the governing documents to give shareholders with an aggregate of at least 15% of outstanding common stock the power to call special meetings of shareholders

✕ AGAINST

See page 54

Stockholders will also transact such other business as may properly come before the annual meeting of the stockholders to be held on May 14, 2025 (the "Annual Meeting"), or any adjournment or postponement thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ON MAY 14, 2025

The proxy statement and the 2024 Annual Report of Denny's Corporation are available athttp://materials.proxyvote.com/24869P.

YOUR VOTE IS IMPORTANT

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. The question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting atwww.proxyvote.comafter logging in with your unique 16-digit control number ("Control Number") found on your WHITE proxy card or voting instruction form ("VIF"). Questions may be submitted during the Annual Meeting throughwww.virtualshareholdermeeting.com/DENN2025.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately thirty minutes before the Annual Meeting begins at 11:00 a.m. (Eastern Time) on May 14, 2025.

Whether or not you plan to attend the Annual Meeting, we urge you to cast your vote in advance of the Annual Meeting via one of the methods described below and in the attached Proxy Statement. The Proxy Statement contains important information for you to consider when deciding how to vote on the above items. You do not need to attend the Annual Meeting in order to vote.

By Order of the Board of Directors

Gail Sharps Myers

Executive Vice President, Chief Legal & Administrative Officer

& Corporate Secretary

Page

I. GENERAL 1

A. Introduction 1

B. Stockholder Voting 1

1. Voting by Proxy 1

2. Voting at the Meeting 1

3. Voting Requirements 2

C. Participating in the Annual Meeting 2

D. Fiscal 2024 Business Highlights 2

E. Capital Events and Announced Strategic

Brand Investments 3

F. Stockholder Returns 3

G. Equity Security Ownership 4

1. Principal Stockholders 4

2. Management 5

3. Equity Compensation Plan Information 6

II. ELECTION OF DIRECTORS 7

A. Nominees for Election as Directors of Denny's

Corporation 7

B. Board of Directors 7

C. Director Term Limits and Retirement Age and

Succession Planning 8

D. Business Experience/Director Qualifications 8

E. Corporate Governance 11

1. Audit and Finance Committee 12

a) Summary of Responsibilities 12

b) Audit Committee Financial Experts 12

c) Audit Committee Report 12

2. Compensation and Incentives Committee 13

a) Summary of Responsibilities 13 b) Process for Determination of

Executive and Director Compensation 13

c) Compensation Risk Assessment 13 d) Compensation Committee Interlocks

and Insider Participation 14

e) Compensation Committee Report 14

3. Corporate Governance and Nominating

Committee 14

a) Summary of Responsibilities 14

b) Corporate Governance Policy and

Practice 14

c) Director Nominations Policy and

Process 14

d) Board Diversity 15

4. Board Leadership Structure and Risk

Oversight 16

5. Board Meeting Information 16

6. Communications Between Security

Holders and Board of Directors 16

7. Stockholder Engagement 16

8. Board Member Attendance at Annual

Meetings of Stockholders 16

F. Director Compensation 16

III. SELECTION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM 18

A. 2024 and 2023 Audit Information 18

B. Audit Committee's Pre-approval Policies and Procedures 18

IV. ADVISORY VOTE ON EXECUTIVE

COMPENSATION 20

V. APPROVAL OF AMENDED AND RESTATED

2021 OMNIBUS PLAN 21

VI. EXECUTIVE COMPENSATION 28

A. Compensation Discussion and Analysis 28

1. Executive Summary 29

2. Fiscal 2024 Executive Compensation

Overview 30

3. Consideration of Previous Say-On-Pay

Vote 31

4. Executive Compensation Program

Structure - Objective and Design 31

5. Peer Group and Competitive Market Data 34

6. Base Salary 35

7. Annual Cash Incentives 35

8. Long-Term Equity Incentives 38

9. Benefits and Perquisites 40

10. Post-Termination Payments 41 11. Compensation and Corporate

Governance Best Practices 41

B. 2024 Summary Compensation Table 43

C. 2024 Grants of Plan-Based Awards 44

D. 2024 Outstanding Equity Awards at Fiscal

Year-End 45

E. 2024 Stock Vested 46

F. 2024 Nonqualified Deferred Compensation 46

G. Summary of Termination Payments and

Benefits 47

H. CEO Pay Ratio 49

I. 2024 Pay Versus Performance 50

J. 2024 Director Compensation 53

VII. STOCKHOLDER PROPOSAL 54

VIII. RELATED PARTY TRANSACTIONS 57

IX. CODE OF ETHICS 57

X. DENNY'S ESG COMMITMENT 58

XI. OTHER MATTERS 60

A. Expenses of Solicitation 60

B. Discretionary Proxy Voting 60

C. 2026 Stockholder Proposals 60

D. Electronic Access to Future Proxy Materials

and Annual Reports 60

E. Householding of Annual Meeting Materials 61

XII. FORM 10-K 62

XIII. APPENDIX A A-1

XIV. APPENDIX B B-1

XV. APPENDIX C C-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This proxy statement contains forward-looking statements. All statements contained in this proxy statement other than statements of historical fact, including statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies, and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers, and regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words "can," "believe," "may," "will," "continue," "anticipate," "intend," "expect," "seek," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Securities and Exchange Commission, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 25, 2024. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We assume no obligation to update any of these forward-looking statements after the date of this proxy statement.

Denny's 2025 Proxy Statement

PROXY STATEMENT

April 3, 2025

GENERAL

Introduction

The Annual Meeting of Stockholders of Denny's Corporation, a Delaware corporation, will be held virtually on Wednesday, May 14, 2025, at 11:00 a.m. Eastern Time (the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Meeting. This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Denny's Corporation (the "Board") to be used at the upcoming Annual Meeting. The information provided herein concerns not only Denny's Corporation, but also its wholly-owned subsidiaries including, but not limited to, Denny's, Inc. and Keke's, Inc. Substantially all operations of the Denny's Corporation's wholly-owned subsidiaries are currently conducted through Denny's, Inc. and Keke's, Inc., respectively. Because the Annual Meeting is virtual and being held via live webcast, stockholders will not be able to attend the Annual Meeting in person but may participate by joining the live webcast as further described below.

Stockholder Voting

You may vote at the Annual Meeting either by proxy or personally at the Annual Meeting. Only holders of record of common stock of Denny's Corporation, par value $0.01 per share (the "Common Stock"), as of the close of business on March 18, 2025 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting. This Proxy Statement is first being made available to each such stockholder beginning on or about April 3, 2025.

Voting by Proxy

To vote by proxy, you must either properly execute and return (prior to the Annual Meeting) the WHITE proxy card or follow the instructions set forth in the enclosed proxy card to vote by phone or on the Internet. Where you have appropriately specified how your proxy is to be voted, it will be voted accordingly. If no specifications are made, your proxy will be voted (i) in favor of the Board's seven (7) nominees to the Board; (ii) in favor of the selection of KPMG LLP as the independent registered public accounting firm of Denny's Corporation and its subsidiaries (collectively, the "Company") for the fiscal year ending December 31, 2025; (iii) in favor of the non-binding advisory resolution to approve the compensation of the Company's named executive officers, as described herein; (iv) in favor of the resolution to approve the Denny's Corporation Amended and Restated 2021 Omnibus Incentive Plan; and (v) against a stockholder proposal that asks the Board of Directors to take the steps necessary to amend the governing documents to give shareholders with an aggregate of at least 15% of outstanding common stock the power to call special meetings of shareholders. The Company does not know of any matter that is not referred to herein to be presented for action at the Annual Meeting. If any other matter of business is brought before the Annual Meeting, the proxy holders may vote the proxies at their discretion.

If you execute a proxy, you may revoke it at any time before it is exercised by delivering a written notice to Gail Sharps Myers, Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary of Denny's Corporation prior to the date of the Annual Meeting at Denny's Corporation's corporate offices, 203 East Main Street, Spartanburg, South Carolina 29319, by executing and delivering a later-dated proxy, or by participating in the virtual meeting and voting online. If you vote by telephone or by accessing the Internet voting website (which is separate from the meeting website described further below), you may also revoke your proxy by re-voting using the same procedure no later than 11:59 p.m. Eastern Time on Tuesday, May 13, 2025.

Voting at the Meeting

Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the Company and vote your shares by proxy in the manner described above, or you may personally vote your shares at the Annual Meeting. To participate and vote personally at the meeting, visitwww.virtualshareholdermeeting.com/DENN2025, using the 16-digit control number on the Notice of Internet Availability of Proxy Materials (the "Notice") or WHITE proxy card. Even if you plan to participate in the meeting, we recommend that you vote in advance by proxy, in case you later change your mind and determine not to participate in the meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting online. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting online unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee's vote. You may vote by following those instructions and the instructions in the Notice.

Stockholder Voting

If you are the beneficial owner of shares held in street name, the New York Stock Exchange rules applicable to brokers determine whether your broker may vote your share in its discretion even if it does not receive voting instructions from you. If your broker provides you with competing proxy materials from another party (in addition to the Company's proxy materials), the broker may not vote your shares with respect to any of the proposals to be voted on at the Annual Meeting unless you provide the broker with voting instructions. If your broker has not been provided with competing proxy materials from another party for distribution to you (in addition to the Company's proxy materials), the broker may vote your shares in its discretion on "routine" matters when it does not receive voting instructions from you and is not permitted to vote your shares with respect to "nonroutine" matters without timely received voting instructions from you. At the Annual Meeting, the only "routine" matter proposed to be presented is the ratification of the selection of KPMG as our independent registered public accounting firm for the 2025 fiscal year (Proposal 2). Accordingly, if your broker has not been provided with competing proxy materials from another party for distribution to you and you do not provide it with timely voting instructions, your broker will be able to exercise discretionary authority on Proposal 2, and broker non-votes will occur as to each of the other proposals presented at the Annual Meeting, which are considered "non-routine" matters. Such broker non-votes will not affect the approval of any of these matters.

Voting Requirements

At the Annual Meeting, holders of Common Stock will have one vote per share and a quorum, consisting of a majority of the outstanding shares of Common Stock as of the Record Date, represented in person or by proxy, will be required for the transaction of business by stockholders. A quorum being present, directors will be elected by a plurality of votes cast and the other actions proposed in the accompanying Notice of Meeting will be decided by a majority of votes cast on the matter. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum has been reached, but will not be counted in determining the number of shares voted "for" or to "withhold" on "against" any director-nominee or "for" or "against" on any other proposal, and therefore will not affect the outcome of any proposal. As of the close of business on the Record Date, 51,476,066 shares of Common Stock were issued and outstanding and entitled to be voted at the Annual Meeting.

Participating in the Annual Meeting

This year's Annual Meeting will be a completely virtual meeting of stockholders and will be webcast live over the Internet. Please go towww.virtualshareholdermeeting.com/DENN2025for instructions on how to participate in the Annual Meeting. Any stockholder may participate and listen live to the webcast of the Annual Meeting over the Internet at such site. Stockholders as of the Record Date may vote and submit questions either in advance of or while participating in the Annual Meeting via the Internet by using the 16-digit control number included in the Notice or WHITE proxy card that accompanied these proxy materials. The webcast starts at 11:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log-in page.

Fiscal 2024 Business Highlights

During 2024, we remained focused on our strategic framework and related key initiatives to advance the long-term transformation of Denny's and the accelerating growth of Keke's Breakfast Cafe. Despite a challenging operating environment, our collective efforts contributed to improving sales trends through 2024, with both brands outperforming key industry benchmarks.

At a time when consumers have been expressing growing concerns about the cumulative effect of multiple years of unprecedented inflation, we reinforced Denny's value leadership position in the market with the successful relaunch of our $2 $4 $6 $8 value menu. In addition to value, we continue to meet our guests' need for greater convenience through our consistently strong off-premises business. This included the launch of our third virtual brand, Banda Burrito, to approximately 1,000 locations. To further enhance the dining experience, we reignited our Diner 2.0 remodel program to further modernize and elevate the guest experience.

The strong leadership team at Keke's set a new record with 12 cafe openings in 2024, while expanding beyond the brand's original footprint solely in Florida to five new states. We are excited about the opportunity to introduce a growing base of fans to Keke's in many new markets supported by a current development pipeline of approximately 140 future franchise cafes.

Fiscal 2024 Business Highlights

While the restaurant operating environment has remained choppy, our leadership team, franchise partners and restaurant operators remained focused on providing a positive guest experience, ultimately delivering the following results:

Outperformed Industry Same-

Restaurant Sales Benchmarks(1):

4 Quarters

at Denny's

2 Quarters

at Keke's Breakfast Cafe

Restaurant Openings:

contributing to 1,568 restaurants globally (including Keke's Breakfast Cafe)

Adjusted EBITDA(2):

$81.4 million

(1) Same-restaurant sales include sales at company restaurants and non-consolidated franchised and licensed restaurants that were open during the comparable periods noted. Total operating revenue is limited to company restaurant sales and royalties, advertising revenue, fees and occupancy revenue from non-consolidated franchised and licensed restaurants. Accordingly, domestic franchise same-restaurant sales and domestic system-wide same-restaurant sales should be considered as a supplement to, not a substitute for, the Company's results as reported under GAAP.

(2) Please refer to the Reconciliation of Net Income ("Loss") to Non-GAAP Financial Measures included in Appendix A.

Capital Events and Announced Strategic Brand Investments

Denny's has committed new incentives to accelerate new restaurant development.

Capital Structure

• Successfully refinanced Denny's amended and restated $350 million revolving credit facility in 2021 to a new five-year $400 million credit facility with enhanced flexibility for brand investments and share repurchases

• Strong balance sheet with conservative debt leverage relative to highly franchised concepts of 3.85x Adjusted EBITDA at year end

Stockholder Returns

Kitchen Modernization

• Completed rollout of new kitchen equipment with near-term benefits through kitchen efficiency and productivity while also reducing food waste

• Long-term benefits through menu enhancements with new and improved product offerings

Restaurant Technology

• More personalized and seamless guest experience with revamped website and mobile app

• Deployment of new cloud-based restaurant technology platform has begun and we anticipate improved restaurant efficiencies and enhancements to the overall guest experience while also providing a foundation for future innovation

Restaurant Development and Remodels

• Upfront cash incentive to support existing Denny's domestic development commitments

• Accelerating the long-term development of Keke's Breakfast Cafe restaurants

• Reigniting Diner 2.0 remodel program to modernize and elevate the guest experience

In recent years, Denny's has maintained active share repurchase programs as a means of creating shareholder value for its investors. Denny's has returned over $712 million to stockholders through share repurchases since first launching the program in late 2010. Included in this total is over $128 million allocated to share repurchases over the last three years, yielding approximately $89 million in remaining share repurchase authorization at the end of fiscal 2024.

Equity Security Ownership

Principal Stockholders

The following table sets forth the beneficial ownership of Common Stock by each stockholder known by the Company as of

March 18, 2025, unless otherwise indicated, to own more than 5% of the outstanding shares of Common Stock. As of March 18, 2025, 51,476,066 shares of the Common Stock were issued and outstanding and entitled to be voted at the Annual Meeting.

Name and Address

Amount and

Nature of Beneficial Ownership

Percentage of

Common

Stock

Allspring Global Investments Holdings, LLC

(and related entities)

1415 Vantage Park Drive Charlotte, NC 28203

7,620,361(1)

14.8%

BlackRock, Inc.

(and related entities) 50 Hudson Yards New York, NY 10001

4,034,194(2)

7.8%

The Vanguard Group, Inc.

100 Vanguard Blvd., Malvern, PA 19355

3,245,926(3)

6.3%

Managed Account Advisors LLC

101 Hudson Street

9th Floor

Jersey City, NJ 07302

2,985,921(4)

5.8%

(1) Based upon the Schedule 13G/A filed with the Securities and Exchange Commission (the "SEC") on January 13, 2025, Allspring Global Investments Holdings, LLC, a parent holding company, is the beneficial owner of 7,620,361 shares, has sole voting power with respect to 7,431,864 shares and sole investment power with respect to 7,620,361 shares. Aggregate beneficial ownership reported by Allspring Global Investments Holdings, LLC is on a consolidated basis and includes beneficial ownership of Allspring Global Investments, LLC and Allspring Funds Management, LLC.

(2) Based upon the Schedule 13G/A filed with the SEC on January 26, 2024, BlackRock, Inc., as a parent holding company, is the beneficial owner of 4,034,194 shares and has sole voting power with respect to 3,945,159 shares and sole investment power with respect to 4,034,194 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, Aperio Group, LLC, BlackRock Fund Managers Limited and BlackRock Investment Management, LLC.

(3) Based upon the Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group, Inc., as an investment advisor and parent holding company, is the beneficial owner of 3,245,926 shares and has shared voting power with respect to 99,849 shares, sole investment power with respect to 3,099,826 shares and shared investment power with respect to 146,100 shares.

(4) Based upon the Schedule 13G filed with the SEC on February 9, 2024, Managed Account Advisors LLC, as an investment advisor, is the beneficial owner of 2,985,921 shares and has sole investment power with respect to 2,372,514 shares and has shared investment power with respect to 613,407 shares.

Equity Security Ownership

Management

The following table sets forth, as of March 18, 2025, the beneficial ownership of Common Stock by: (i) each current member of the Board, (ii) each director nominee of Denny's Corporation to the Board, (iii) each named executive officer included in the 2024 Summary Compensation Table elsewhere in this Proxy Statement, and (iv) all current directors and executive officers of Denny's Corporation as a group. Except as otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Name

Amount and

Nature of

Beneficial Ownership (1)

Percentage of

Common

Stock

Bernadette S. Aulestia

75,625

Olu Beck

41,187

Gregg R. Dedrick

157,765

José M. Gutiérrez

144,808

Brenda J. Lauderback

199,717

John C. Miller

775,478

1.5%

Kelli F. Valade

192,806

Mark R. Vondrasek

13,922

Laysha Ward

167,273

Christopher D. Bode

10,186

Gail Sharps Myers

71,257

David P. Schmidt

39,471

Robert P. Verostek

134,557(2)

All current directors and executive officers as a group (17 persons)

2,345,793

4.6%

* Less than 1%.

(1) 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 18, 2025 or within 60 days thereafter) through the conversion of deferred stock units ("DSUs") (on a designated date or upon termination of service as a director of Denny's Corporation), restricted stock units ("RSUs") or performance share units ("PSUs") deferred pursuant to the Denny's, Inc. Deferred Compensation Plan, as Amended and Restated effective March 1, 2017 (the "Deferred Compensation Plan") (on a designated date or upon termination as an employee of Denny's): (i) Ms. Aulestia (75,625 shares), (ii) Ms. Beck (30,042 shares), (iii) Mr. Dedrick (52,774 shares), (iv) Mr. Gutiérrez (82,428 shares), (v) Ms. Lauderback (184,311 shares), (vi) Mr. Miller (22,308 shares), (vii) Mr. Verostek (39,409 shares), (viii) Mr. Vondrasek (13,922 shares), (ix) Ms. Ward (105,731 shares) and (x) all current directors and executive officers as a group (683,645 shares).

(2) Mr. Verostek has shared voting and investment power with respect to 24,000 of the shares shown as beneficially owned by him.

Disclaimer

Denny's Corporation published this content on April 03, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 03, 2025 at 18:10 UTC.