form8-k.htm

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 16, 2012
 
DENNY'S CORPORATION LOGO
 
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 16, 2012. 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 2012, (3) adopted the advisory resolution approving the compensation of the Company's named executive officers, and (4) approved the Denny's Corporation 2012 Omnibus Incentive Plan.
 
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
 
77,357,187
   
76,018
   
37,221
   
7,686,918
 
George W. Haywood   77,348,130     85,225     37,071    
7,686,918
 
Brenda J. Lauderback
 
77,296,641
   
136,914
   
36,871
   
7,686,918
 
Robert E. Marks
 
77,245,624
   
187,231
   
37,571
   
7,686,918
 
John C. Miller
 
77,355,990
   
76,865
   
37,571
   
7,686,918
 
Louis P. Neeb
 
77,349,532
   
83,773
   
37,121
   
7,686,918
 
Donald C. Robinson
 
77,355,581
   
77,524
   
37,321
   
7,686,918
 
Debra Smithart-Oglesby
 
69,162,233
   
8,271,322
   
36,871
   
7,686,918
 
Laysha Ward
 
77,338,036
   
95,168
   
37,222
   
7,686,918
 
F. Mark Wolfinger
 
72,981,547
   
4,453,808
   
35,071
   
7,686,918
 
 
(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 26, 2012:
 
For
   
Against
   
Abstain
 
84,820,976
   
321,434
   
14,934
 
 
(3) A proposal to approve, on an advisory basis, the executive compensation of the Company:
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
68,757,149
   
266,784
   
8,446,493
   
7,686,918
 
 
(4) A proposal to approve the Denny's Corporation 2012 Omnibus Incentive Plan:
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
65,284,993
   
12,120,607
   
64,826
   
7,686,918
 
 
 
Item 8.01    Other Events.
 
On May 18, 2012, Denny’s Corporation (the “Company”) issued a press release announcing that its Board of Directors has approved a new share repurchase program authorizing the Company to repurchase up to another 6 million shares of its common stock, in addition to repurchases previously authorized. The Company also announced that, as of May 17, 2012, it has approximately 1.6 million shares remaining in its current 6 million share stock repurchase program announced April 4, 2011. A copy of the press release is attached as Exhibit 99.1 to this Current Report Form 8-K and is hereby incorporated by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
99.1 -- Press Release of Denny’s Corporation dated May 18, 2012
 
 
 
 

 
 
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 18, 2012
/s/  F. Mark Wolfinger
 
F. Mark Wolfinger
 
Executive Vice President,
 
Chief Administrative Officer and
 
Chief Financial Officer