DENNY'S Corp 8-K

What Happened

• Denny’s Corporation (DENN) filed an 8-K on January 13, 2026 reporting that its stockholders approved a Merger Agreement with Sparkle Topco Corp. (Buyer) and Sparkle Acquisition Corp. (Merger Sub). The Merger Agreement was originally entered into on November 3, 2025. Under the agreement, Merger Sub will merge with and into Denny’s, with Denny’s surviving as a wholly owned, indirect subsidiary of Buyer.
• The special meeting of stockholders was held on January 13, 2026. The record date was November 26, 2025 (51,498,994 shares entitled to vote). Holders of 39,780,712 shares (≈77.25% of outstanding voting shares) were present in person or by proxy, constituting a quorum.

Key Details

• Merger Proposal vote (to adopt the Merger Agreement): For 39,490,370; Against 177,993; Abstain 112,349.
• Compensation Advisory Proposal (non-binding approval of certain merger-related executive compensation): For 34,741,402; Against 2,417,808; Abstain 2,621,502.
• Adjournment Proposal (to allow additional solicitation if needed): For 38,254,509; Against 1,419,767; Abstain 106,436 — adjournment was not required because the Merger Proposal passed.
• The Merger will make Denny’s a wholly owned, indirect subsidiary of Sparkle Topco upon closing, subject to the Merger Agreement’s terms and closing conditions.

Why It Matters

• Shareholder approval clears a key regulatory and corporate-governance hurdle for the transaction, moving the deal closer to closing under the Merger Agreement announced Nov 3, 2025.
• The company becoming a wholly owned indirect subsidiary means control will transfer to the Buyer if the merger closes; investors should watch subsequent filings for closing details, timing, and any required regulatory approvals.
• The non-binding compensation advisory vote passed, indicating stockholder support for the disclosed merger-related pay arrangements for named executives; because it is advisory, actual payments depend on the Merger Agreement and closing.