8-K: Denny's Stockholders Approve Merger with Sparkle Topco

Denny's Corporation stockholders have approved the previously announced merger agreement with Sparkle Topco Corp. at a special meeting held on January 13, 2026.

Summary

• A special meeting of stockholders was held on January 13, 2026, to vote on proposals related to the merger agreement with Sparkle Topco Corp. and Sparkle Acquisition Corp.
• As of the record date, November 26, 2025, there were 51,498,994 shares of common stock entitled to vote.
• Holders of 39,780,712 shares, representing approximately 77.25% of outstanding shares, were present or by proxy, constituting a quorum.
• The Merger Proposal, which provides for Merger Sub to merge into Denny's Corporation, with Denny's surviving as a wholly owned, indirect subsidiary of Buyer, was approved with 39,490,370 votes For, 177,993 Against, and 112,349 Abstain.
• The Compensation Advisory Proposal, concerning executive compensation related to the Merger, was approved on a non-binding basis with 34,741,402 votes For, 2,417,808 Against, and 2,621,502 Abstain.
• The Adjournment Proposal was also approved with 38,254,509 votes For, 1,419,767 Against, and 106,436 Abstain, though an adjournment was not necessary due to the approval of the Merger Proposal.

Sentiment

Score: 8

Explanation: The successful approval of the merger agreement by stockholders indicates a clear path forward for the transaction, aligning with the company's previously disclosed strategic direction.

Positives

• The Merger Proposal received overwhelming approval from stockholders, with 39,490,370 votes in favor, ensuring the transaction can proceed as planned.
• A strong quorum of 77.25% of outstanding shares was achieved at the special meeting, indicating high stockholder engagement.
• The Compensation Advisory Proposal also passed, indicating stockholder support for the proposed executive compensation arrangements related to the merger.

Future Outlook

The merger will proceed as approved by stockholders, resulting in Denny's Corporation becoming a wholly owned, indirect subsidiary of Sparkle Topco Corp.

Management Comments

• The registrant has duly caused this report to be signed on its behalf by Robert P. Verostek, Executive Vice President and Chief Financial Officer.

Industry Context

This announcement reflects a specific corporate action for Denny's Corporation, indicating a consolidation event within the restaurant sector. It does not provide broader industry trends but rather the progression of a previously announced acquisition.

Corporate Governance

Stakeholder Impact

• Shareholders will receive the consideration specified in the Merger Agreement for their shares upon completion of the transaction.
• Employees and customers will experience a change in corporate ownership as Denny's becomes an indirect subsidiary of Sparkle Topco Corp.

Next Steps

• The merger of Merger Sub with and into Denny's Corporation will be completed, with Denny's surviving as a wholly owned, indirect subsidiary of Sparkle Topco Corp.

Key Dates

Recommendation

With the merger agreement now approved by stockholders, the stock is expected to trade near the agreed-upon acquisition price until the transaction closes. Investors holding shares should continue to hold to realize the merger consideration.

Keywords

Denny's, Merger, Stockholder Vote, Acquisition, DENN, Sparkle Topco Corp., Corporate Action, 8-K