Denny's (DENN) Proxy Filing summary

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.