DENNY'S Corp appointed new CEO

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


On August 15, 2023, Denny's Corporation (the "Company") announced that John W. Dillon, President of Denny's, Inc., ceased to be an executive officer of the Company effective on such date. Kelli Valade, the Company's Chief Executive Officer, has assumed the position of President of Denny's, Inc. 


In accordance with a letter agreement entered into by Mr. Dillon and the Company on August 15, 2023, Mr. Dillon has agreed to remain in a non-executive employee role through the last day of the 2023 fiscal year, reporting to Ms. Valade to assist in the transition of his prior role. He will continue to receive his base salary at his current rate during that transition period. If he remains in service with the Company through the end of the transition period, he will also be eligible for a full 2023 fiscal year annual incentive award under the Company's Corporate Incentive Plan, subject to actual performance results for the year.


Based on the elimination of his executive officer role, Mr. Dillon's termination of employment as of the end of the transition period will be considered a termination without "cause" under the terms of the Company's Amended and Restated Executive and Key Employee Severance Pay Plan (the "Executive Severance Plan"). As a result, Mr. Dillon will be entitled to receive the amounts provided for by the Executive Severance Plan, including 12 months of salary continuation, 12 months of COBRA premium payments, and outplacement services. Payment of these benefits is subject to Mr. Dillon providing the Company with a release of claims and complying with applicable post-employment covenants, all as otherwise set forth in the Executive Severance Plan. Any outstanding, unvested equity awards will be treated upon termination of employment in accordance with the terms of the award agreements, without modification.