Denny's (DENN) Proxy Filing summary

Executive summary

• Entered into a definitive agreement for acquisition by Sparkle Topco Corp., controlled by TriArtisan Capital Advisors LLC, with closing expected in Q1 2026.

• Board determined the transaction maximizes value and is in the best interests of stockholders.

• Denny's will become a private company post-closing; until then, operations continue as usual.

• Partners in the transaction include TriArtisan, Treville, and Yadav Enterprises, each bringing sector expertise.

Voting matters and shareholder proposals

• A special meeting of stockholders will be called to vote on the proposed acquisition.

• Proxy materials will be filed and distributed to stockholders for review prior to the meeting.

Board of directors and corporate governance

• The Board conducted a thorough review of strategic options before approving the merger agreement.

• Information about directors and executive officers, including their interests, will be included in the proxy statement.