8-K 2014 Shareholder Vote


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 22, 2014


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 22, 2014. At the Annual Meeting, the holders of the Company's common stock entitled to vote at the Annual Meeting (1) elected the eleven director nominees for the ensuing year, (2) ratified the selection of KPMG LLP as the Company's registered public accounting firm for 2014, 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 eleven (11) directors:

Board of Directors Nominees
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Gregg R. Dedrick
 
79,060,454
 
14,469
 
47,317
 
5,266,644
José M. Gutiérrez
 
79,056,413
 
15,410
 
50,417
 
5,266,644
George W. Haywood
 
79,056,820
 
15,004
 
50,416
 
5,266,644
Brenda J. Lauderback
 
79,032,401
 
40,746
 
49,093
 
5,266,644
Robert E. Marks
 
78,993,767
 
78,657
 
49,816
 
5,266,644
John C. Miller
 
79,017,251
 
54,773
 
50,216
 
5,266,644
Louis P. Neeb
 
79,051,843
 
20,181
 
50,216
 
5,266,644
Donald C. Robinson
 
79,057,741
 
13,483
 
51,016
 
5,266,644
Debra Smithart-Oglesby
 
78,722,642
 
352,182
 
47,416
 
5,266,644
Laysha Ward
 
79,056,832
 
16,619
 
48,789
 
5,266,644
F. Mark Wolfinger
 
71,767,519
 
7,304,306
 
50,415
 
5,266,644

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 31, 2014:

For
 
Against
 
Abstain
83,997,693
 
368,673
 
22,518

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

For
 
Against
 
Abstain
 
Broker Non-Votes
68,311,640
 
191,005
 
10,619,595
 
5,266,644






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 28, 2014
/s/ F. Mark Wolfinger
 
F. Mark Wolfinger
 
Executive Vice President,
 
Chief Administrative Officer and
 
Chief Financial Officer