Shareholder Vote 8-K 05/22/15


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 21, 2015


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 5.07 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 21, 2015. At the Annual Meeting, the holders of the Company's common stock entitled to vote at the Annual Meeting (1) elected the ten director nominees for the ensuing year, (2) ratified the selection of KPMG LLP as the Company's registered public accounting firm for 2015, 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 ten (10) directors:

Board of Directors Nominees
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Gregg R. Dedrick
 
72,054,509
 
12,548
 
73,302
 
4,586,330
José M. Gutiérrez
 
71,999,478
 
67,640
 
73,241
 
4,586,330
George W. Haywood
 
72,052,068
 
15,051
 
73,240
 
4,586,330
Brenda J. Lauderback
 
72,053,662
 
13,455
 
73,242
 
4,586,330
Robert E. Marks
 
71,860,536
 
206,433
 
73,390
 
4,586,330
John C. Miller
 
72,055,732
 
11,234
 
73,393
 
4,586,330
Donald C. Robinson
 
72,052,856
 
13,263
 
74,240
 
4,586,330
Debra Smithart-Oglesby
 
67,840,649
 
4,226,468
 
73,242
 
4,586,330
Laysha Ward
 
72,049,580
 
16,389
 
74,390
 
4,586,330
F. Mark Wolfinger
 
65,010,417
 
7,058,219
 
71,723
 
4,586,330

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 30, 2015:

For
 
Against
 
Abstain
76,207,250
 
471,886
 
47,553

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

For
 
Against
 
Abstain
 
Broker Non-Votes
62,478,713
 
230,188
 
9,431,458
 
4,586,330

Item 7.01 Regulation FD Disclosure

Denny's Corporation management made a presentation to shareholders at the the Company's 2015 Annual Meeting of Stockholders on May 21, 2015. A copy of the presentation used is attached to this Current Report on Form 8-K as Exhibit 99.1 and is also available in the “Investor Relations” section of the Company’s website at www.dennys.com.

The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.





Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 -- Presentation 





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 21, 2015
/s/ F. Mark Wolfinger
 
F. Mark Wolfinger
 
Executive Vice President,
 
Chief Administrative Officer and
 
Chief Financial Officer