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Denny's (DENN) investor relations material
Denny's Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary1 Dec, 2025
Executive summary
Special meeting scheduled for January 13, 2026, to vote on a merger with Sparkle Topco Corp., making the company a wholly owned subsidiary of Parent at $6.25 per share in cash.
Board unanimously recommends voting FOR the merger, the advisory compensation proposal, and the adjournment proposal.
If approved, shares will be delisted from Nasdaq and deregistered under the Exchange Act.
Failure to approve the merger means the company remains public, with no payment to shareholders.
Voting matters and shareholder proposals
Three proposals: (1) adopt the Merger Agreement, (2) approve, on a non-binding basis, compensation for named executive officers related to the merger, (3) approve adjournment of the meeting if more votes are needed.
Majority of outstanding shares required to approve the merger; majority of votes cast required for the other two proposals.
Abstentions and broker non-votes count as AGAINST the merger proposal but not the other two.
Appraisal rights available for dissenting shareholders under Delaware law.
Board of directors and corporate governance
Board and management engaged in a multi-month process, including outreach to potential buyers and review of strategic alternatives.
Board formed a transaction committee, engaged financial and legal advisors, and negotiated with multiple parties.
Board considered and disclosed potential conflicts of interest and interests of directors and officers in the merger.
Board's rationale for not engaging JCP/Jumana?
Sale/leaseback conditions impact on deal certainty?
Parent's regulatory efforts: material adverse impact?
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Q4 202513 Feb, 2026
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Frequently asked questions
Denny's Corporation operates and franchises full-service restaurants under the Denny’s brand. The company serves breakfast, lunch, and dinner items 24/7 in a casual dining format across locations in the United States and select international markets. It operates through both company-owned and franchised restaurants. The company is headquartered in Spartanburg, South Carolina, and its shares are listed on the NASDAQ.
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