8-K

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): July 14, 2020

Dine Brands Global, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15283	95-3038279
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

450 North Brand Boulevard, Glendale, California	91203-2306
(Address of principal executive offices)	(Zip Code)

(818) 240-6055

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 Par Value	DIN	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director

On July 14, 2020, the Board of Directors of Dine Brands Global, Inc. (the “Corporation”), acting pursuant to the authority granted to it by the Corporation’s Amended and Restated Bylaws, increased the size of the Board of Directors from ten to eleven directors. Also on July 14, 2020, the Board of Directors appointed Michael C. Hyter as a director of the Corporation, effective as of July 14, 2020. Mr. Hyter is an independent director who will serve with a term expiring at the Corporation’s 2021 annual meeting of stockholders.

Mr. Hyter has served as the Chief Diversity Officer at Korn Ferry International, an organizational and people advisory firm, since June 2020, and was Managing Partner of Korn Ferry International from September 2012 to June 2020. Previously, Mr. Hyter served as the President and Managing Partner of Global Novations LLC, a provider of diversity, inclusion and leadership development solutions, from 2006 to September 2012. From 2001 to 2006, Mr. Hyter served as President and Chief Executive Officer of Novations LLC.

Mr. Hyter will participate in the Corporation’s standard non-employee director compensation arrangements under which he will receive an annual board retainer of $70,000, additional annual committee retainers for serving on committees of the Board of Directors and an annual equity award targeted at $105,000 in value. In connection with his appointment to the Board of Directors, Mr. Hyter will also receive an initial equity award targeted at $105,000 that will cliff vest in full one year from the date of grant and settle in shares of common stock.

There are no transactions between Mr. Hyter (or any member of his immediate family) and the Corporation (or any of its subsidiaries), and there is no arrangement or understanding between Mr. Hyter and any other persons or entities pursuant to which Mr. Hyter was appointed as a director of the Corporation.

The Corporation issued a press release announcing the appointment of Mr. Hyter to the Board of Directors. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
	99.1	Press Release announcing appointment of new director dated July 14, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

Date: July 14, 2020	DINE BRANDS GLOBAL, INC.
	By:	/s/ Bryan R. Adel
		Bryan R. Adel Senior Vice President, Legal, General Counsel and Secretary

EX-99.1

Exhibit 99.1

News Release

Media Contact

Susan Nelson

Vice President, Communications

Dine Brands Global, Inc.

Susan.Nelson@applebees.com

Investor Contact

Ken Diptee

Executive Director, IR

Dine Brands Global, Inc.

Ken.Diptee@dinebrands.com

Dine Brands Global, Inc. Appoints Michael Hyter

as Member of Board of Directors

GLENDALE, Calif., June 14, 2020 – The Board of Directors of Dine Brands Global, Inc. today announced the appointment of Michael Hyter as a new independent member of its Board of Directors.

Hyter, 63, served as Managing Partner of the Korn Ferry International, Washington D.C. office since 2012 and played an instrumental role in growing the breadth of their D.C. operation. He was recently appointed Chief Diversity Officer for Korn Ferry International.

Hyter has more than 25 years of entrepreneurial and business experience working closely with Fortune 1000 executives and boards to help their organizations thrive; leading and advising complex, global companies and c-level executives on human resources matters across a variety of industries.

Prior to Korn Ferry, Hyter served as Managing Partner of Global Novations LLC, a leading diversity and inclusion consulting firm, where he oversaw global operations that resulted in significant revenue growth over 12 years.

“Like many values-driven organizations around the world, Dine has been taking a hard look at how we can play a role in what we’ve seen manifest in our communities. The company is simultaneously responding to three crises that converge at this moment in history: the COVID-19 pandemic, its economic consequences, and the persistence of systemic racial injustice,” says Richard Dahl, Chairman of the Board of Directors, Dine Brands Global, Inc. “The Board of Directors will benefit greatly from Michael’s business acumen and broad-based experience. Moreover, Michael’s appointment as a member of our Board is further action on our part towards our commitment to unite, advocate and represent the communities where we live, and do business.”

Dine Brands Global Inc., Hyter Appointment (Page 2)

A successful author, Hyter’s most recent publication is The Power of Choice: Embracing Efficacy to Drive Your Career. He is also co-author of The Power of Inclusion: Unlock the Potential and Productivity of Your Workforce, published by Wiley. He has published extensive articles in publications including the Handbook of Business Strategy, Director’s Monthly, Profiles in Diversity Journal, and Inc.

Hyter has also served on various boards and has had direct responsibility for business development and building strategic partnerships. Hyter is a member of the Executive Leadership Council (ELC) and is the former Chair of the ELC Foundation. He is also a member of the Economic Club of Washington, D.C. and a member of the Sigma Pi Phi Fraternity. He was recognized by Savoy Magazine in 2018 as one of the most influential blacks in Corporate America.

About Dine Brands Global, Inc.

Based in Glendale, California, Dine Brands Global, Inc. (NYSE: DIN), through its subsidiaries, franchises restaurants under both the Applebee’s Neighborhood Grill + Bar and IHOP brands. With approximately 3,600 restaurants combined in 17 countries and approximately 370 franchisees, Dine Brands is one of the largest full-service restaurant companies in the world. For more information on Dine Brands, visit the Company’s website located at www.dinebrands.com.

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Document and Entity Information	Jul. 14, 2020
Cover [Abstract]
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Entity Central Index Key	0000049754
Document Type	8-K
Document Period End Date	Jul. 14, 2020
Entity Registrant Name	Dine Brands Global, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-15283
Entity Tax Identification Number	95-3038279
Entity Address, Address Line One	450 North Brand Boulevard
Entity Address, City or Town	Glendale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91203-2306
City Area Code	(818)
Local Phone Number	240-6055
Security 12b Title	Common Stock, $.01 Par Value
Trading Symbol	DIN
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false