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DIN > SEC Filings for DIN > Form 8-K on 16-May-2013All Recent SEC Filings

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Form 8-K for DINEEQUITY, INC


16-May-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Fi


Item 5.07. Submission of Matters to a Vote of Security Holders.

DineEquity, Inc., a Delaware corporation, held its Annual Meeting of Stockholders (the "Annual Meeting") on May 14, 2013. The following matters set forth in our Proxy Statement dated April 4, 2013, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.

Proposal One: Election of Four Class I Directors.

The nominees listed below were elected to serve as Class I directors for a three-year term with the respective votes set forth opposite their names:

                       For       Withheld    Broker Non-Votes
Howard M. Berk      15,973,904    18,658         937,558

Daniel J. Brestle   15,863,450    129,112        937,558

Caroline W. Nahas   14,422,816   1,569,746       937,558

Gilbert T. Ray      15,971,983    20,579         937,558

The following directors continued in office after the Annual Meeting: Julia A. Stewart, Richard J. Dahl, Michael S. Gordon, Stephen P. Joyce, Larry A. Kay, Douglas M. Pasquale, and Patrick W. Rose.

Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Corporation's Independent Auditor for the 2013 Fiscal Year.

The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Corporation for the 2013 fiscal year. The voting results are set forth below:

For Against Abstain Broker Non-Votes 16,812,425 114,187 3,508 0

Proposal Three: Approval, on an Advisory Basis, of the Compensation of the Corporation's Named Executive Officers.

The stockholders approved, on an advisory basis, the compensation of the Corporation's named executive officers as disclosed in the Corporation's 2013 Proxy Statement. The voting results are set forth below:

For Against Abstain Broker Non-Votes 14,549,621 1,438,514 4,427 937,558




Item 7.01. Regulation FD Disclosure.

On May 14, 2013, the Corporation issued a press release announcing a second quarter 2013 dividend. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The Board of Directors of the Corporation declared a second quarter cash dividend of $0.75 per share of common stock, payable on June 28, 2013, to the Corporation's stockholders of record as of the close of business on June 14, 2013.

The information contained in this Item 7.01, including the related information set forth in the press releases attached hereto as Exhibits and incorporated by reference herein, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                   Description
99.1         Press Release Announcing Second Quarter 2013 Dividend issued by the
             Corporation on May 14, 2013

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