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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) January 29, 2020
DENNYSLOGO2017A03.JPG
DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-18051
13-3487402
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
$.01 Par Value, Common Stock
 
DENN
 
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2020, the board of directors of Denny’s Corporation (the “Company”) approved the following executive officer changes to be effective as of February 6, 2020: (i) F. Mark Wolfinger, currently the Company's Executive Vice President, Chief Administrative Officer and Chief Financial Officer, will succeed John C. Miller as the President of the Company, with Mr. Miller continuing in his role as the Company’s Chief Executive Officer, in which capacity he will remain the Company’s principal executive officer; and (ii) Robert P. Verostek, currently the Company's Senior Vice President, Finance, will succeed Mr. Wolfinger as the Company’s Chief Financial Officer and will hold the position of Senior Vice President, Chief Financial Officer, in which capacity Mr. Verostek will be the Company’s principal financial officer.

Mr. Miller, age 64, has been Chief Executive Officer and President since February 2011. Prior to joining the Company, he served as Chief Executive Officer and President of Taco Bueno Restaurants, Inc. (an operator and franchisor of quick service Mexican eateries) from 2005 to February 2011. Mr. Wolfinger, age 64, has been Executive Vice President and Chief Administrative Officer since April 2008 and Chief Financial Officer since September 2005. He previously served as Executive Vice President, Growth Initiatives from October 2006 to April 2008. Mr. Verostek, age 48, has been Senior Vice President, Finance since October 2016. He previously served as Vice President, Financial Planning & Analysis and Investor Relations from January 2012 to October 2016.

During the Company’s last completed fiscal year, there have been no related party transactions that have occurred or relationships that have existed between the Company and Mr. Miller, Mr. Wolfinger, Mr. Verostek or their respective immediate family members that require disclosure under SEC regulations.

In connection with his new position, Mr. Verostek will receive an annual base salary of $375,000 and will be eligible to participate in the Company’s annual Corporate Incentive Plan (CIP) and 2020 Long-Term Incentive Plan (LTIP). Mr. Verostek’s target incentive opportunity for the 2020 CIP will be 70% of his base salary earned during the 2020 fiscal year. His 2020 LTIP target grant value will be 100% of his base salary. There were no material changes to the total compensation for Mr. Miller or Wolfinger as a result of these position changes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.


EXHIBIT INDEX
Exhibit
number
Description
99.1
104
Cover Page Interactive Data File (formatted as Inline XBRL)






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: February 4, 2020
/s/ F. Mark Wolfinger
 
F. Mark Wolfinger
 
Executive Vice President,
 
Chief Administrative Officer and
 
Chief Financial Officer






DENNYSLEADERSHIPCHANG_IMAGE1.JPG

DENNY’S CORPORATION REALIGNS LEADERSHIP TEAM
- Promotes Mark Wolfinger to President -
- Promotes Robert Verostek to Chief Financial Officer -
- Promotes John Dillon to Executive Vice President, Chief Brand Officer -

SPARTANBURG, S.C., February 4, 2020 - Denny’s Corporation (NASDAQ: DENN), franchisor and operator of one of America's largest franchised full-service restaurant chains, is realigning its leadership team to position the company for continued growth. All of these promotions are effective February 6, 2020.

“These key leadership changes represent the culmination of a multi-year planning process,” said Brenda Lauderback, Denny’s Board Chairwoman. “As Chief Executive Officer, John Miller will continue to focus on our brand revitalization initiatives through his strategic and visionary leadership, while Mark Wolfinger will become more involved with broader aspects of daily business operations as President. Given Robert Verostek’s strong financial acumen, his leadership will further strengthen our financial team in his new role of Chief Financial Officer, and John Dillon adding the role of Executive Vice President and Chief Brand Officer will provide additional leadership on our brand efforts around the globe as we move into the future.”

John Miller has been Chief Executive Officer and President since joining Denny’s in 2011. Prior to joining the company, he was Chief Executive Officer and President of Taco Bueno Restaurants, Inc. starting in 2005, and held various officer roles at Brinker International, Inc. starting in 1987. Mr. Miller will continue to lead the strategic direction of the company and remain a member of the Denny’s Corporation Board of Directors.

Mr. Wolfinger will succeed Mr. Miller as the President of the company. Mr. Wolfinger has been Executive Vice President and Chief Administrative Officer since April 2008 and Chief Financial Officer since joining Denny’s in 2005. He will also continue to serve as a member of the Denny Corporation’s Board of Directors.

Mr. Verostek becomes Chief Financial Officer and Senior Vice President. He has been Senior Vice President, Finance since late in 2016, and previously was the Vice President, Financial Planning & Analysis and Investor Relations starting in 2012. Mr. Verostek served in various additional financial leadership roles since joining Denny’s in 1999.

Mr. Dillon will be Denny’s Executive Vice President and Chief Brand Officer. He has been Senior Vice President and Chief Brand Officer since December 2018. Previously, he was Senior Vice President and Chief Marketing Officer starting in 2014, and Vice President, Brand and Field Marketing starting in 2013. Mr. Dillon served in various additional marketing leadership roles since joining Denny’s in 2007.



About Denny’s

Denny's Corporation is the franchisor and operator of one of America's largest franchised full-service restaurant chains, based on the number of restaurants. As of December 25, 2019, Denny’s had 1,703 franchised, licensed, and company restaurants around the world including 144 restaurants in Canada, Puerto Rico, Mexico, the Philippines, New Zealand, Honduras, the United Arab Emirates, Costa Rica, Guam, Guatemala, the United Kingdom, El Salvador, Aruba, and Indonesia. For further information on Denny's, including news releases, links to SEC filings, and other financial information, please visit the Denny's investor relations website at investor.dennys.com.



The Company urges caution in considering its current trends and any outlook on earnings disclosed in this press release.  In addition, certain matters discussed in this release may constitute forward-looking statements.  These forward-looking statements, which reflect its best judgment based on factors currently known, are intended to speak only as of the date such statements are made and involve risks, uncertainties, and other factors that may cause the actual performance of Denny’s Corporation, its subsidiaries, and underlying restaurants to be materially different from the performance indicated or implied by such statements.  Words such as “expect”, “anticipate”, “believe”, “intend”, “plan”, “hope”, and variations of such words and similar expressions are intended to identify such forward-looking statements.  Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.  Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others:  competitive pressures from within the restaurant industry; the level of success of our operating initiatives and advertising and promotional efforts; adverse publicity; health concerns arising from food-related pandemics, outbreaks of flu viruses, such as avian flu, or other diseases; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy (including with regard to energy costs), particularly at the retail level; political environment (including acts of war and terrorism); and other factors from time to time set forth in the Company’s SEC reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the year ended December 26, 2018 (and in the Company’s subsequent quarterly reports on Form 10-Q).





Investor Contact:
Curt Nichols
877-784-7167

Media Contact:
Hadas Streit, Allison+Partners
646-428-0629