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): January 29,
2008
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))
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
Appointment
of New Director
On
January 29, 2008, the Board of Directors (the “Board”) of Denny's Corporation
(the “Company”) increased the size of the Board from eight to nine directors,
and appointed Louis P. Neeb to serve as a director of the
Company. Mr. Neeb will receive the same compensation as the Company’s
other non-employee directors, as described in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on April 18,
2007. On January 29, 2008, Mr. Neeb, as well as all of the Company’s
other non-employee directors, received an annual equity grant under the
Company’s 2004 Omnibus Incentive Plan, consisting of 8,100 deferred stock units
and 18,900 stock options.
There
are
no arrangements between Mr. Neeb and any other person pursuant to which Mr.
Neeb
was selected as a director, nor are there any transactions to which the Company
or any subsidiary thereof is a party and in which Mr. Neeb has a material
interest subject to disclosure under Item 404(a) of Regulation S-K.
Executive
Severance Pay Plan
On
January 29, 2008, the Compensation and Incentives Committee of the Board
approved and adopted the Denny’s Corporation Executive Severance Pay Plan (the
“Severance Plan”), which provides severance payments and benefits to certain
executive officers of the Company (including F. Mark Wolfinger, the Company’s
Executive Vice President, Growth Initiatives and Chief Financial Officer)
in the
event their employment is involuntary terminated under certain
circumstances. The Company’s named executive officers (other than Mr.
Wolfinger) will not participate in the Severance Plan, but will instead continue
to be eligible for severance benefits as set forth in their existing individual
employment agreements and arrangements.
Under
the
Severance Plan, if a participant’s employment is terminated by the Company
without cause or by the participant for good reason (as such terms are defined
in the Severance Plan), and the termination occurs within the two-year period
following a change in control of the Company (or if the termination occurs
prior
to a change in control and it can reasonably be shown that the termination
was
in connection with the change in control), the participant will be entitled
to
certain severance payments and benefits (the “Change in
Control Severance Benefits”). The Change in Control
Severance Benefits include lump sum cash payments of the following amounts:
(1)
a pro rata target annual bonus, (2) a severance payment equal to two times
the
participant’s base salary and target annual bonus, and (3) a payment equal to
the full cost to provide group health benefits to the participant for 24
months
(based on group health benefits sponsored by the Company and maintained by
the
participant as of the termination date). In addition, the participant
will be eligible for up to $20,000 of outplacement services payable by the
Company.
Under
the
Severance Plan, if a participant’s employment is terminated by the Company
without cause or by the participant for good reason, and the termination
does
not occur within the two-year period following a change of control of the
Company (and the participant is not otherwise entitled to receive Change
in
Control Severance Benefits), the participant will be entitled to certain
severance payments and benefits (the “Regular Severance
Benefits”). The Regular Severance Benefits include the following: (1)
a pro rata payment of the annual bonus that the participant would have earned
based on the Company’s actual performance for the full fiscal year in which the
termination occurs (payable at the same time bonuses are payable to the
Company’s other executive officers), (2) salary continuation for a period of 12
months following the termination, and (3) 12 monthly installment payments
equal
to the full monthly cost to provide group health benefits to the participant
(based on group health benefits sponsored by the Company and maintained by
the
participant as of the termination date). In addition, the participant
will be eligible for up to $20,000 of outplacement services payable by the
Company.
As
a
condition to receiving payments and benefits under the Severance Plan, a
participant must enter into a separation agreement with the Company, which
will
contain a general release of claims and certain noncompetition, confidentiality
and employee nonsolicitation covenants, as well as restrictions on relationships
with certain protected customers, that will apply for a period of either
2 years
(with respect to confidentiality) or 12 months (with respect to all other
covenants) after termination.
A
copy of
the Severance Plan is filed herewith as Exhibit 99.1.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit
99.1 -- Denny's Corporation Executive Severance Pay Plan
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: February 4, 2008 | /s/ Rhonda J. Parish |
| Rhonda J. Parish | |
| Executive Vice President, | |
| Chief Legal Officer, | |
| and Secretary |