Form 8-K - Current report

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 29, 2024

DENNY’S CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	0-18051	13-3487402
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ 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))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

$.01 Par Value, Common Stock

DENN

The Nasdaq Stock Market LLC

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.

On May 29, 2024, the Board of Directors (the "Board") of Denny's Corporation (the "Company") appointed Mark R. Vondrasek to serve as a director of the Company, effective June 3, 2024.

Mr. Vondrasek will be paid the same rate of compensation as the Company's other non-employee directors, which includes cash payments of $80,000 per year, payable in quarterly installments, and an annual award of deferred stock units, valued at $110,000. Mr. Vondrasek will receive a pro-rata portion of these cash and equity awards granted to directors for the remaining 2024/2025 board term.

Mr. Vondrasek has not been named to serve on any committee of the Board at this time.

There are no arrangements or understandings between Mr. Vondrasek and any other person pursuant to which Mr. Vondrasek was selected as a director.

There are no transactions to which the Company or any subsidiary thereof is a party and in which Mr. Vondrasek has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Vondrasek's appointment is attached as Exhibit 99.1 hereto.

Item 8.01 Other Events.

On June 4, 2024, the Company entered into a pre-arranged stock trading plan for the purpose of repurchasing a limited number of shares of the Company's common stock in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding stock transactions. This plan has been established in accordance with, and as a part of, the Company's stock repurchase authorization previously announced on December 2, 2019. Repurchases under the Company's 10b5-1 plan will be administered through an independent broker. The plan will cover the repurchase of shares commencing no earlier than June 17, 2024 and expiring August 1, 2024. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX


Exhibit number			Description
99.1			Press Release, dated June 4, 2024.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

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: June 4, 2024			/s/ Robert P. Verostek
			Robert P. Verostek
			Executive Vice President and
			Chief Financial Officer

Denny’s Corporation Appoints Hospitality Veteran Mark Vondrasek to Board of Directors Spartanburg, SC – June 4, 2024– Denny's Corporation (NASDAQ:DENN), owner and operator of Denny's Inc. and Keke's Inc., today announced that Mark Vondrasek has been appointed to its Board of Directors. Mr. Vondrasek is the chief commercial officer for Hyatt and brings more than 20 years of hospitality experience, combined with 10 years at Fidelity Investments and Kemper Financial Services, to the board role. “Mark’s wealth of knowledge in the hospitality and financial services sectors makes him an invaluable addition to the Denny’s Board of Directors,” said Brenda J. Lauderback, chair of Denny's board of directors. “We welcome his strategic insights and leadership as we continue to improve guest experience and brand elevation for Denny’s and Keke’s.” Before joining Hyatt, Mr. Vondrasek spent 15 years at Starwood Hotels and Resorts, where he served as the senior vice president of commercial services, overseeing loyalty, digital/mobile, sales, revenue management, customer contact centers and partnership marketing. "I am excited to join the Denny's Board to contribute to the growth of such iconic brands," said Mark Vondrasek. "I look forward to working with the Board as we drive the company's strategic vision forward." Vondrasek joins a board of eight directors, with leaders from retail, restaurant and hospitality, that is 56% people of color and 63% women. "Mark's experience in revenue generation and his understanding of the needs of guests will be instrumental in transforming the brand and preparing for our next chapter of growth,” said Kelli Valade, CEO, Denny's Corp. “We are excited to welcome him to the Denny’s family." ### Investor Contact: 877-784-7167 Media Contact: Media@dennys.com 864-597-8005 About Denny's Corporation: Denny’s Corporation is one of America’s largest full-service restaurant chains based on number of restaurants. As of March 27, 2024, the Company consisted of 1,614 restaurants, 1,539 of which were franchised and licensed restaurants and 75 of which were company operated. Denny's Corporation consists of the Denny’s brand and the Keke’s brand. As of March 27, 2024, the Denny's brand consisted of 1,553 global restaurants, 1,489 of which were franchised and licensed restaurants and 64 of which were company operated. As of March 27, 2024, the Keke's brand consisted of 61 restaurants, 50 of which were franchised restaurants and 11 of which were company operated. For further information on Denny's Corporation, including news releases, links to SEC filings, and other financial information, please visit investor.dennys.com.

Cover Page	May 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	DENNY’S CORPORATION
Entity Central Index Key	0000852772
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-18051
Entity Tax Identification Number	13-3487402
Entity Address, Address Line One	203 East Main Street
Entity Address, City or Town	Spartanburg
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29319-0001
City Area Code	864
Local Phone Number	597-8000
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	$.01 Par Value, Common Stock
Trading Symbol	DENN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false