DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

Dine Brands Global, Inc.

(Name of Registrant as Specified In Its

Charter

)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Notice of 2026 Annual Meeting

and Proxy Statement

2026 PROXY STATEMENT

LOGO

10 West Walnut Street, 5^th Floor

Pasadena, California 91103

(866) 995-DINE

March 27, 2026

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Dine Brands Global, Inc. (the “Annual Meeting”), which will be held on Thursday, May 14, 2026, at 8:00 a.m., Mountain Time, at The Inn at 500 Capitol, 500 South Capitol Boulevard, Boise, Idaho 83702. At this year’s Annual Meeting, you will be asked to: (i) elect the ten directors identified in this proxy statement; (ii) ratify the appointment of KPMG LLP as our independent auditor for the 2026 fiscal year; (iii) approve, on an advisory basis, the compensation of our named executive officers; (iv) approve, on an advisory basis, the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and (v) vote on a stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Voting your proxy will ensure your representation at the Annual Meeting. You can vote your shares over the Internet, by telephone or by using a traditional proxy card. Instructions on each of these voting methods are outlined in the enclosed proxy statement.

We urge you to review carefully the proxy materials and to vote: (i) FOR the election of each of the directors identified in this proxy statement; (ii) FOR the ratification of the appointment of KPMG LLP as our independent auditor; (iii) FOR the approval, on an advisory basis, of the compensation of our named executive officers; (iv) FOR the approval, on an advisory basis, of the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and (v) AGAINST the stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

Thank you for your continued support of and interest in Dine Brands Global, Inc. We look forward to seeing you on May 14^th.

Sincerely yours,


Douglas M. Pasquale		John W. Peyton
Chairman of the Board of Directors		Chief Executive Officer

2026 PROXY STATEMENT

LOGO

10 West Walnut Street, 5^th Floor

Pasadena, California 91103

(866) 995-DINE

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2026

March 27, 2026

To the Stockholders of Dine Brands Global, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), will be held at The Inn at 500 Capitol, 500 South Capitol Boulevard, Boise, Idaho 83702, on Thursday, May 14, 2026, at 8:00 a.m., Mountain Time, for the following purposes as more fully described in the accompanying proxy statement:

To elect the ten directors identified in the proxy statement;

To ratify the appointment of KPMG LLP as the Corporation’s independent auditor for the fiscal year ending January 3, 2027;

To approve, on an advisory basis, the compensation of the Corporation’s named executive officers;

To approve, on an advisory basis, the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and

To vote on a stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

Only stockholders of record at the close of business on March 18, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof.

By Order of the Board of Directors,

Christine K. Son,

Senior Vice President, Legal, General Counsel and Secretary

2026 PROXY STATEMENT

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders

of Dine Brands Global, Inc.

to be Held on May 14, 2026

The notice of the Annual Meeting, proxy statement, 2025 annual report to stockholders and the means to vote by Internet are available at www.envisionreports.com/DIN.

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone or by signing, dating, and returning the proxy card. If you did not receive a paper copy of the proxy statement with the proxy card and would like to vote by proxy card, please refer to the instructions on requesting a paper copy of these materials in this proxy statement. All stockholders are cordially invited to attend the Annual Meeting. If you attend the Annual Meeting, you may vote during the meeting if you wish, even if you have previously voted by another method.

2026 PROXY STATEMENT

TABLE OF CONTENTS

Table of Contents


	Page
Questions and Answers		1

Important Note		6

Corporate Governance		7

Current Board of Directors		7

Board Leadership Structure		7

The Role of the Board of Directors in Risk Oversight		8

The Role of the Board of Directors in Business Responsibility Oversight		8

Business Responsibility Report		9

Director Independence		9

Codes of Conduct		9

Insider Trading Policy		11

Corporate Governance Guidelines		12

Director Attendance at Meetings		12

Executive Sessions of Non-Management Directors		12

Communications with the Board of Directors		12

Board of Directors Retirement Policy		12

Other Public Corporation Directorships		13

Certain Relationships and Related Person Transactions		13

Board of Directors Committees and Their Functions		13

Stockholder Engagement		17

Board of Directors Nominations		17

Stockholder Nominations		17

Director Compensation		18

Stock Ownership Guidelines		18

Director Compensation Table for 2025		19

Security Ownership of Certain Beneficial Owners and Management		20

Delinquent Section 16(A) Reports		23

Executive Compensation		24

Compensation Committee Report		24

Compensation Discussion and Analysis		24

Compensation Tables		40

2025 Summary Compensation Table		40

Grants of Plan-Based Awards in 2025		41


	Page

Outstanding Equity Awards at 2025 Fiscal Year-End		42

2025 Option Exercises and Stock Vested		43

2025 Nonqualified Deferred Compensation		43

Employment Agreements and Equity Awards		44

Potential Payments Upon Termination or Change in Control		46

CEO Pay Ratio		48

Pay vs. Performance Comparison		49

Equity Compensation Plan Information		53

Compensation Committee Interlocks and Insider Participation		54

Information about our Executive Officers		55

Audit-Related Matters		56

Report of the Audit Committee		56

Independent Auditor Fees		58

Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor		58

Matters to Be Voted Upon at the Annual Meeting		59

PROPOSAL ONE: ELECTION OF DIRECTORS		59

PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE CORPORATION’S INDEPENDENT AUDITOR FOR THE 2026 FISCAL YEAR		64

PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS		64

PROPOSAL FOUR: AN ADVISORY VOTE TO PROVIDE STOCKHOLDERS THE RIGHT TO CALL A SPECIAL MEETING OF THE STOCKHOLDERS AT A 25% OWNERSHIP THRESHOLD		65

PROPOSAL FIVE: STOCKHOLDER PROPOSAL REGARDING THE RIGHT OF STOCKHOLDERS TO CALL A SPECIAL MEETING OF STOCKHOLDERS AT A 15% OWNERSHIP THRESHOLD		66

Proposals of Stockholders		69

Householding of Proxy Materials		70

Other Business		71

Appendix A		A-1

Reconciliation of Non-GAAP Financial Measures		A-1

2026 PROXY STATEMENT

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

LOGO

10 West Walnut Street, 5^th Floor

Pasadena, California 91103

(866) 995-DINE

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS

Q: Why am I receiving these materials?

A: Dine Brands Global, Inc. (the “Corporation”) has made these materials available to you on the Internet and by mail in connection with the Corporation’s solicitation of proxies for use at the 2026 Annual Meeting of Stockholders (“Annual Meeting”) to be held on Thursday, May 14, 2026, at 8:00 a.m., Mountain Time, and at any adjournment or postponement thereof. These materials were first sent or made available to stockholders on March 27, 2026. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement. The Annual Meeting will be held at The Inn at 500 Capitol, 500 South Capitol Boulevard, Boise, Idaho 83702.

Q: What is included in these materials?

A: These materials include:

•

This proxy statement for the Annual Meeting; and

•

The Corporation’s 2025 annual report to stockholders, which contains the annual report on Form 10-K for the fiscal year ended December 28, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2026.

Q: What items will be voted on at the Annual Meeting?

A: The Board of Directors is requesting that stockholders vote on the following five proposals at the Annual Meeting:

Proposal One: The election of the ten directors identified in this proxy statement.

Proposal Two: The ratification of the appointment of KPMG LLP as the Corporation’s independent auditor for the fiscal year ending January 3, 2027.

Proposal Three: The approval, on an advisory basis, of the compensation of the Corporation’s named executive officers.

Proposal Four: An advisory vote to provide stockholders the right to call a special meeting of the stockholders at a 25% ownership threshold.

Proposal Five: A stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

Q: What are the voting recommendations of the Board of Directors?

A: The Board of Directors recommends that you vote your shares:

•

“FOR” the ten individuals nominated to serve as directors;

•

“FOR” the ratification of the appointment of KPMG LLP as the Corporation’s independent auditor for the fiscal year ending January 3, 2027;

•

“FOR” the approval, on an advisory basis, of the compensation of the Corporation’s named executive officers.

•

“FOR” the approval, on an advisory basis, of the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and

•

“AGAINST” the stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.


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2026 PROXY STATEMENT

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Q: Who is entitled to vote?

A: Only stockholders of record at the close of business on March 18, 2026 (the “Record Date”) will be entitled to receive notice of, and to vote at, the Annual Meeting. As of the Record Date, there were 12,980,318 shares of Common Stock outstanding. The holders of Common Stock are entitled to one vote per share. Stockholders of record of the Common Stock may vote their shares either in person at the Annual Meeting or by proxy.

Q: What constitutes a “quorum”?

A: A quorum is necessary to hold a valid meeting of stockholders. A quorum exists if the holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote at the Annual Meeting are present at the meeting or represented by proxy.

Q: How do I cast my vote?

A: There are four ways to vote:

•

By Internet. To vote by Internet, go to www.envisionreports.com/DIN. Internet voting is available 24 hours a day, although your vote by Internet must be received by 11:59 p.m. Eastern Time on May 13, 2026. You will need the control number found either on the Notice of Internet Availability of Proxy Materials or on the proxy card if you are receiving a printed copy of these materials. If you vote by Internet, do not return your proxy card or voting instruction card unless you intend to revoke your earlier vote. If you hold your shares in “street name,” please refer to the Notice of Internet Availability of Proxy Materials or voting instruction card provided to you by your broker, bank, or other holder of record for Internet voting instructions.

•

By Telephone. To vote by telephone, registered stockholders should dial 800-652-VOTE (8683) and follow the instructions. Telephone voting is available 24 hours a day, although your vote by phone must be received by 11:59 p.m. Eastern Time, May 13, 2026. You will need the control number found either on the Notice of Internet Availability of Proxy Materials or on the proxy card if you are receiving a printed copy of these materials. If you vote by telephone, do not return your proxy card or voting instruction card unless you intend to revoke your earlier vote. If you hold your shares in street name, please refer to the Notice of Internet Availability of Proxy Materials or voting instruction card provided to you by your

broker, bank, or other holder of record for telephone voting instructions.

•

By Mail. By signing the proxy card and returning it in the prepaid and addressed envelope enclosed with proxy materials delivered by mail, you are authorizing the individuals named on the proxy card to vote your shares at the Annual Meeting in the manner you indicate. Stockholders are encouraged to sign and return the proxy card even if you plan to attend the Annual Meeting so that your shares will be voted if you are ultimately unable to attend the Annual Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

•

At the Annual Meeting. If you attend the Annual Meeting and plan to vote in person, you will be provided with a ballot at the Annual Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Annual Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Annual Meeting, you will need to bring to the Annual Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares. Whether you are a stockholder of record or a beneficial owner, you must bring valid, government-issued photo identification to gain admission to the Annual Meeting. For directions to the Annual Meeting, please visit the Investors section of the Corporation’s website at http://www.dinebrands.com.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting by the persons named on the proxy card in accordance with your instructions. To ensure that your proxy is voted, it should be received by 11:59 p.m., Eastern Time on May 13, 2026.

Q: What happens if I do not give specific voting instructions?

A: If you do not give specific voting instructions, the following will apply:

Stockholders of Record. If you are a stockholder of record and properly sign and return a proxy card, but do not give specific voting instructions for each proposal, then the proxy holders will vote your shares as follows:

•

“FOR” the ten individuals nominated to serve as directors;


2

2026 PROXY STATEMENT

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

•

“FOR” the ratification of KPMG LLP as the Corporation’s independent auditor for the fiscal year ending January 3, 2027;

•

“FOR” the approval, on an advisory basis, of the compensation of the Corporation’s named executive officers;

•

“FOR” the approval, on an advisory basis, of the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and

•

“AGAINST” the stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of the New York Stock Exchange (the “NYSE”), the organization that holds your shares may generally vote on routine matters in its discretion (such as Proposal Two-ratification of KPMG LLP as the Corporation’s independent auditor for the fiscal year ended January 3, 2027) but cannot vote on non-routine matters (such as Proposals One, Three, Four and Five). If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the tabulator of votes that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote” and will have no impact on the voting results of the proposals to be presented at the Annual Meeting. Accordingly, stockholders are urged to give their broker or bank instructions on voting their shares on all matters.

Q: How will my stock be voted on other business brought up at the Annual Meeting?

A: By signing and submitting your proxy card or voting your shares on the Internet or by telephone, you authorize the persons named on the proxy card to use their discretion in voting on any other matter brought before the Annual Meeting. As of the date of this proxy statement, the Corporation does not know of any other business to be considered at the Annual Meeting.

Q: Can I change my vote or revoke my proxy?

A: Yes. If you are a stockholder of record, you can change your vote at any time before it is voted at the Annual Meeting by entering a new vote using the Internet or telephone, by submitting a later-dated proxy card or by voting by ballot at the Annual Meeting. You may also

revoke your proxy at any time before it is voted at the Annual Meeting by giving written notice of revocation to the Secretary of the Corporation or you can revoke your proxy by voting during the Annual Meeting. If you hold shares in street name, you may submit new voting instructions by contacting your broker or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you register to attend the Annual Meeting and obtain a legal proxy from your broker or other nominee authorizing you to vote the shares.

Q: What vote is necessary to pass the items of business at the Annual Meeting?

A: Assuming a quorum is present at the Annual Meeting, the ten director nominees identified in this proxy statement will be elected if they receive a majority of the votes cast. This means that the individuals nominated for election to the Board of Directors (Proposal One) will be elected if the votes cast “FOR” such nominee’s election exceed the number of votes cast “AGAINST” such nominee’s election. Abstentions and broker non-votes have no effect on the proposal for the election of directors. Any nominee for director who receives a greater number of votes cast “AGAINST” his or her election than votes cast “FOR” such election is required to tender his or her resignation to the Nominating and Corporate Governance Committee of the Board of Directors within 15 days of the certification of the stockholder vote at the Annual Meeting. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the tendered resignation, and the Board of Directors will act on such recommendation within 90 days of the certification of the stockholder vote at the Annual Meeting.

The affirmative vote of a majority of the voting power of the stock present or represented by proxy and entitled to vote on the proposal is required to approve Proposal Two, the ratification of KPMG LLP as the Corporation’s independent auditor for the fiscal year ending January 3, 2027; Proposal Three, the approval, on an advisory basis, of the compensation of the Corporation’s named executive officers; Proposal Four, the approval, on an advisory basis, of the right for stockholders to call a special meeting of the stockholders at a 25% ownership threshold; and Proposal Five, the stockholder proposal regarding the right of stockholders to call a special meeting of stockholders at a 15% ownership threshold. If you abstain from voting on these matters, the abstention will have the same effect as a vote against that proposal. Broker non-votes, if any, will have no effect on the outcome of the proposals.


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2026 PROXY STATEMENT

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Q: Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A: Pursuant to rules adopted by the SEC, the Corporation has elected to provide access to its proxy materials via the Internet. Accordingly, the Corporation mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to its stockholders on March 27, 2026. The Notice contains instructions on how to access the Corporation’s proxy materials, including this proxy statement and the Corporation’s 2025 annual report to stockholders. The Notice also contains instructions on how to vote. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials by mail or electronically by email. The Corporation encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings. This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials on an ongoing basis, please follow the instructions included in the Notice. If you have previously elected to receive the Corporation’s proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Q: What are the costs of this proxy solicitation and who will bear them?

A: The Corporation will bear the expense of printing, mailing, and distributing these proxy materials and soliciting votes. In addition to using the mail, the Corporation’s directors, officers, employees, and agents may solicit proxies by personal interview, telephone, or otherwise, although they will not be paid any additional compensation. The Corporation will request brokers and nominees who hold shares of the Corporation’s Common Stock in their names to furnish proxy materials to beneficial owners of the shares. The Corporation will reimburse such brokers and nominees for their reasonable out-of-pocket expenses for forwarding proxy materials to such beneficial owners.

In addition, the Corporation has retained Saratoga Proxy Consulting LLC to assist in the distribution and solicitation of proxies. The Corporation has agreed to pay Saratoga Proxy Consulting LLC a fee of approximately $50,000 plus other solicitation-related expenses.

Q: Who will count the votes?

A: A representative of Computershare, transfer agent for the Corporation, will count the votes and will serve as the independent inspector of elections for the Annual Meeting.


4

2026 PROXY STATEMENT

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Additional Information

The Corporate Governance section of the Dine Brands Global, Inc. website provides up-to-date information about the Corporation’s corporate governance policies and practices. In addition, the Investors section of the website includes links to the Corporation’s filings with the SEC, news releases, and investor presentations by management. Please note that information contained on the Corporation’s website does not constitute part of this proxy statement. You may also obtain a copy of our periodic filings from the SEC’s EDGAR database at www.sec.gov.


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2026 PROXY STATEMENT

IMPORTANT NOTE

You should rely only on the information contained in this proxy statement to vote on the proposals at the Annual Meeting. The Corporation has not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated March 27, 2026. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, unless indicated otherwise herein, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.


6

2026 PROXY STATEMENT

CORPORATE GOVERNANCE

Current Board of Directors

The Corporation’s Amended and Restated Certificate of Incorporation provides that all directors will stand for election annually. As of the date of this proxy statement, there are 11 members of the Board of Directors:

Howard M. Berk

Amanda Clark

Richard J. Dahl

Michael C. Hyter

Douglas M. Pasquale

John W. Peyton

Martha C. Poulter

Matthew T. Ryan

Enrique Silva

Arthur F. Starrs

Lilian C. Tomovich

Richard J. Dahl, currently a director, is not standing for re-election and will be retiring from the Board of Directors as of the date of the Annual Meeting. Effective upon Mr. Dahl’s departure, the size of the Board will be 10 members.

The business and affairs of the Corporation are managed under the direction of the Board of Directors. It is management’s responsibility to formalize, propose and implement strategic choices and it is the Board of Directors’ role to approve strategic direction and evaluate strategic results, including both the performance of the Corporation and the performance of the Chief Executive Officer.

Board Leadership Structure

The Corporation’s Amended and Restated Bylaws (the “Bylaws”) require the Chairman of the Board of Directors to be elected from the independent members of the Board of Directors as determined by the NYSE listing standards. Mr. Pasquale has served as the independent Chairman of the Board of Directors since June 2025.

The Board of Directors believes the separation of the roles of Chairman of the Board of Directors and Chief Executive Officer allows the Chief Executive Officer to focus on managing the daily operations of the business and enhances the Board of Directors’ independence from management, thus leading to more effective monitoring and oversight of management. The Board of Directors believes this structure best serves the interests of the Corporation and its stockholders.

The Corporation’s Corporate Governance Guidelines outline the responsibilities of the Chairman of the Board of Directors. Amongst other responsibilities, the duties of the Chairman of the Board of Directors include:

•

leading and overseeing the Board of Directors;

•

presiding at Board of Directors meetings and annual meetings of stockholders;

•

developing the agenda for Board of Directors meetings in consultation with the Chief Executive Officer;

•

working with the Nominating and Corporate Governance Committee to oversee the annual evaluations of the Board of Directors;

•

serving as the principal liaison between the independent directors and the Chief Executive Officer and other members of management, provided that the Board of Directors also has full and unfettered access to the Chief Executive Officer and management;

•

advising and serving as a partner to the Chief Executive Officer;


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2026 PROXY STATEMENT

CORPORATE GOVERNANCE

•

after reviewing with the Board of Directors, conducting the Chief Executive Officer’s annual performance review with the Chair of the Nominating and Corporate Governance Committee and conducting the Chief Executive Officer’s annual compensation discussion with the Chair of the Compensation Committee;

•

calling special meetings of stockholders and the Board of Directors as the Chairman of the Board of Directors deems appropriate;

•

meeting with the Chair of each committee in the first quarter of each year to discuss and set such committee’s goals and priorities for the year following the annual meeting of stockholders; and

•

serving as an advisor to management on investor relations matters as necessary and appropriate.

The Role of the Board of Directors in Risk Oversight

The Board of Directors and each of its committees have an active role in overseeing management of the Corporation’s risks. The Board of Directors regularly reviews information regarding the Corporation’s strategic, financial and operational risks and believes that evaluating how the executive team manages the various risks confronting the Corporation is one of its most important areas of oversight.

In carrying out this critical responsibility, the Board of Directors has established an Enterprise Risk Management Council consisting of our Chief Executive Officer, key members of the brand business units, risk management, quality assurance, legal, finance and internal audit functions within the Corporation. The Enterprise Risk Management Council assists the Board of Directors with the identification, assessment, management, and monitoring of risks inherent to the business of the Corporation and with risk management decisions pertaining to the Corporation’s practices and activities. The Enterprise Risk Management Council is led by the Corporation’s Vice President, Quality Assurance and Risk Management, who reports regularly to the Audit Committee and the Board of Directors.

The Audit Committee assists the Board of Directors with oversight of the Corporation’s policies with respect to risk assessment and risk management. In addition, the Audit Committee oversees and evaluates the management of risks associated with accounting, auditing, financial reporting and internal controls over financial reporting, food safety, quality assurance, cybersecurity and artificial intelligence. The Audit Committee has chosen one committee member to act as the liaison between the Board of Directors and the Corporation’s risk management team regarding these processes. The Audit Committee assists the Board of Directors and the Chief Executive Officer in its oversight of the integrity of the Corporation’s financial statements, the Corporation’s compliance with legal and regulatory requirements, the performance, qualifications, and independence of the Corporation’s independent auditor and the performance of the Corporation’s internal audit function. The Audit Committee is responsible for reviewing and discussing the guidelines and policies governing the process by which senior management and the Corporation’s internal audit function assess and manage the Corporation’s exposure to risk, as well as the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Compensation Committee and the Nominating and Corporate Governance Committee also oversee risks within their respective areas of responsibility. The Compensation Committee oversees the management of risks relating to the Corporation’s compensation policies and practices. The Nominating and Corporate Governance Committee oversees the management of risks associated with the Board of Directors’ organization, membership and structure, corporate governance (including succession planning), the independence of members of the Board of Directors and assessment of the performance and effectiveness of each member of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports and management updates about such risks.

The Role of the Board of Directors in Business Responsibility Oversight

The Board of Directors and each of its committees have an active role in overseeing the Corporation’s business responsibility strategy and risks, including climate risks. To assist the Board of Directors in carrying out this responsibility, the Corporation has established a management business responsibility Task Force, which is a cross-functional team consisting of members of management from the following functional areas: quality assurance, architecture and design, human resources, legal, risk management, finance, communications, brands, and international. Our management business responsibility Task Force also


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2026 PROXY STATEMENT

CORPORATE GOVERNANCE

frequently engages and collaborates with our purchasing cooperative, an independent third-party entity responsible for certain supply chain functions for IHOP and Applebee’s restaurants. The Board of Directors receives regular reports from our management business responsibility Task F

SEC Form DEF 14A filed by Dine Brands Global Inc.