Dine Brands shareholders approve governance amendment, reject officer exculpation at 2023 annual meeting

On February 16, 2023, the Board of Directors of the Corporation approved an amendment to the Restated Certificate of Incorporation of the Corporation (the “Charter”) and a corresponding amendment to the Amended and Restated Bylaws of the Corporation (the “A&R Bylaws”) to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions, subject to the approval by stockholders at the Annual Meeting and the due and appropriate filing of an Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Delaware Secretary of State.

On February 16, 2023, the Board of Directors of the Corporation approved an amendment to the Restated Certificate of Incorporation of the Corporation (the “Charter”) and a corresponding amendment to the Amended and Restated Bylaws of the Corporation (the “A&R Bylaws”) to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions, subject to the approval by stockholders at the Annual Meeting and the due and appropriate filing of an Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Delaware Secretary of State.

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 Proxy Statement. The voting results are set forth below: For Against Abstain Broker Non-Votes 12,514,761 691,910 18,628 958,626

Proposal Five: Approval and Adoption of an Amendment to the Dine Brands Global, Inc. Restated Certificate of Incorporation (the "Charter") to Eliminate the Supermajority Stockholder Approval Requirement for Amendments to Specified Bylaw Provisions. The stockholders approved and adopted the amendment to the Charter to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions. The voting results are set forth below: For Against Abstain Broker Non-Votes 13,161,569 46,312 17,418 958,626

Proposal Four: Approval, on an Advisory Basis, of the Frequency of the Advisory Vote on the Compensation of the Corporation's Named Executive Officers. The stockholders approved, on an advisory basis, a frequency of ONE YEAR for the advisory vote on the compensation of the Corporation's named executive officers. Based on these results, the Company will continue to hold an annual advisory vote on the compensation of the named executive officers until the next required vote on the frequency of shareholder votes on the compensation of named executive officers. The voting results are set forth below: One Year Two Years Three Years Abstain Broker Non-Votes 12,968,637 11,679 226,741 18,242 958,626

Proposal Six: Approval and Adoption of an Amendment to the Charter to Provide for the Exculpation of Officers as Permitted by Delaware Law. The stockholders did not approve the amendment to the Charter to provide for the exculpation of officers as permitted by Delaware law. The voting results are set forth below: For Against Abstain Broker Non-Votes 12,098,328 1,102,950 24,021 958,626

Proposal One: Election of Directors. The nominees listed below were elected to serve as directors for a one-year term with the respective votes set forth opposite their names: For Against Abstain Broker Non-Votes Howard M. Berk 12,827,342 385,707 12,250 958,626 Susan M. Collyns 13,066,915 146,480 11,904 958,626 Richard J. Dahl 12,769,574 442,951 12,774 958,626 Michael C. Hyter 13,014,767 197,791 12,741 958,626 Caroline W. Nahas 12,542,091 671,084 12,124 958,626 Douglas M. Pasquale 12,659,707 552,765 12,827 958,626 John W. Peyton 13,006,064 207,873 11,362 958,626 Martha C. Poulter 13,063,539 149,829 11,931 958,626 Arthur F. Starrs 13,085,269 127,110 12,920 958,626 Lilian C. Tomovich 12,982,058 232,108 11,133 958,626

Proposal Seven: A Stockholder Proposal Requesting that the Corporation Produce a Report Relating to the Corporation's Cage-Free Egg Commitment. The stockholders did not approve the proposal requesting that the Corporation produce a report relating to the Corporation's cage-free egg commitment. The voting results are set forth below: For Against Abstain Broker Non-Votes 1,150,074 11,757,511 317,714 958,626

Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Corporation's Independent Auditor for the 2023 Fiscal Year. The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Corporation for the 2023 fiscal year. The voting results are set forth below: For Against Abstain Broker Non-Votes 14,087,717 82,704 13,504 0