UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) May 8, 2019
DENNYSLOGO2017A07.JPG
DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-18051
13-3487402
(State or other jurisdiction of
Commission File No.
(I.R.S. Employer
Incorporation or organization)
 
Identification No.)

203 East Main Street
Spartanburg, South Carolina 29319-0001
(Address of principal executive offices)
(Zip Code)

(864) 597-8000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
[    ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[    ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[    ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[    ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
$.01 Par Value, Common Stock
 
DENN
 
The Nasdaq Stock Market






Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the "Annual Meeting") of Denny's Corporation (the "Company") was held on May 8, 2019. At the Annual Meeting, the holders of the Company's common stock entitled to vote at the Annual Meeting (1) elected the nine director nominees for the ensuing year, (2) ratified the selection of KPMG LLP as the Company's registered public accounting firm for 2019 and (3) adopted the non-binding advisory resolution approving the compensation of the Company's named executive officers.

The voting results were as follows:

1.
The election of nine (9) directors:

Board of Directors Nominees
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Bernadette S. Aulestia
 
47,341,129
 
11,017
 
21,120
 
7,374,866
Gregg R. Dedrick
 
46,701,057
 
664,916
 
7,293
 
7,374,866
José M. Gutiérrez
 
47,355,940
 
10,928
 
6,398
 
7,374,866
Brenda J. Lauderback
 
46,552,964
 
813,453
 
6,849
 
7,374,866
Robert E. Marks
 
46,554,209
 
811,013
 
8,044
 
7,374,866
John C. Miller
 
47,249,509
 
116,455
 
7,302
 
7,374,866
Donald C. Robinson
 
46,636,655
 
729,308
 
7,303
 
7,374,866
Laysha Ward
 
46,743,262
 
623,652
 
6,352
 
7,374,866
F. Mark Wolfinger
 
46,110,863
 
1,254,499
 
7,904
 
7,374,866

2.
A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of Denny's Corporation and its subsidiaries for the year ending December 25, 2019:

For
 
Against
 
Abstain
54,446,328
 
275,449
 
26,355

3.
A non-binding advisory resolution to approve the compensation paid to the Company's named executive officers:

For
 
Against
 
Abstain
 
Broker Non-Votes
46,795,931
 
524,319
 
53,016
 
7,374,866








SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Denny's Corporation
 
 
 
 
 
 
Date: May 13, 2019
/s/ F. Mark Wolfinger
 
F. Mark Wolfinger
 
Executive Vice President,
 
Chief Administrative Officer and
 
Chief Financial Officer




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