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DENNY'S Corp — Proxy Solicitation & Information Statement 2010
May 6, 2010
33370_psi_2010-05-06_fa86f305-dc01-46cd-b377-15bb71d3508e.zip
Proxy Solicitation & Information Statement
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant ý
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
ý Soliciting Material Pursuant to §240.14a-12
DENNY’S CORPORATION
(Name of Registrant as Specified In Its Charter)
OAK STREET CAPITAL MASTER FUND, LTD.
OAK STREET CAPITAL MANAGEMENT, LLC
DAVID MAKULA
PATRICK WALSH
DASH ACQUISITIONS LLC
JONATHAN DASH
SOUNDPOST CAPITAL, LP
SOUNDPOST CAPITAL OFFSHORE, LTD.
SOUNDPOST ADVISORS, LLC
SOUNDPOST PARTNERS, LP
SOUNDPOST INVESTMENTS, LLC
JAIME LESTER
LYRICAL OPPORTUNITY PARTNERS II, L.P.
LYRICAL OPPORTUNITY PARTNERS II, LTD.
LYRICAL OPPORTUNITY PARTNERS II GP, L.P.
LYRICAL CORP III, LLC
LYRICAL PARTNERS, L.P.
LYRICAL CORP I, LLC
JEFFREY KESWIN
MURANO PARTNERS LP
MURANO CAPITAL LLC
MURANO HOLDINGS, LLC
MURANO GROUP LLC
JAY THOMSON
TONY C. LAI
PATRICK H. ARBOR
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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The following timelines were prepared for use in a meeting between Institutional Shareholder Services (“ISS”) and Dash Acquisitions, LLC.
Western Sizzlin
DECEMBER 1, 2005 Sardar Biglari, Phillip L. Cooley, Ph.D. and Paul D Sonkin are elected to the Board.
MARCH 30, 2006 Jonathan Dash is elected to the Board.
New Board composition after December 1, 2005 (11 directors):NOVEMBER 28, 2007 Martin S. Fridson is elected to the Board.
Paul C. Schorr, III (Chairman)
Roger D. SackNew Board composition after November 28, 2007 (6 directors):
Jones Yorke
APRIL 4, 2005 Initial 13D filed (under the name Shawn Sedaghat)Titus W. GreeneMARCH 22, 2006 Sardar Biglari appointed Chairman of the Board Salary/Comp $0
J. Alan CowartMay 16, 2007 - Sardar Biglari appointed President and CEO
Thomas M. HontzasJesse M. Harrington, IIIAUGUST 3, 2006 - Thomas M. Hontzas resigns from the Board.Titus W. GreenePhillip L. CooleyMARCH 30, 2010 Merger agreement with Steak n Shake approved
Petros VezertzisJonathan Dash
Phillip L. CooleySardar Biglari
Paul D. SonkinKenneth R. Cooper
Sardar BiglariMartin S. Fridson
DECEMBER 1, 2005 Stanley L. Bozeman, Jr. resigns.FEBRUARY 15, 2006 - Petros Vezertzis and J. Alan Cowart advise the Company they will not stand for reelection when their current terms expire.Director Compensation :FEBRUARY 28, 2007 Kenneth R. Cooper is elected to the Board.Director Compensation:
Sardar Biglari - $13,000Sardar Biglari - $13,500
Jonathan Dash - $14,300Jonathan Dash - $11,000
MARCH 21, 2006 - Paul C. Schorr, III, A. Jones Yorke, Roger D. Sack, Jesse M. Harrington, III, Petros Vezertzis and J. Alan Cowart resigned as directors. Additionally, Paul D. Sonkin advised the Company that he will not stand for reelection when his current term expires.
Director Compensation:
Sardar Biglari - $14,000
New Board composition after March 21, 2006 (5 directors):Jonathan Dash - $11,000 Titus W. Greene Thomas M. Hontzas Phillip L. Cooley Paul D. Sonkin Sardar Biglari
Steak n Shake
MARCH 22, 2009 Wayne L. Kelley resigns from the Board. New Board composition following the annual meeting held on April 24, 2009 (5 directors):
MARCH 7, 2008 Following the proxy contest, Sardar Biglari and Philip L. Cooley were elected to the Board. Alan B. Gilman and James Williamson, Jr. were not reelected to the Board. New Board composition after March 7, 2008 (9 directors):
Wayne L. KelleyNOVEMBER 10, 2008 William Regan is appointed to the Board. Geoffrey Ballotti resigns from the Board.MARCH 30, 2010 Merger agreement with Western Sizzlin approved
Ruth J. Person
John W. RyanRuth J. PersonMarch 5, 2010 Jonathan Dash ceases to be a consultant
AUGUST 13, 2007 Peter M. Dunn resignsSteven M. SchmidtJohn W. Ryan
Edward W. WilhelmSardar Biglari
Geoffrey BallottiPhilip L. Cooley
Fred RiskWilliam Regan
Sardar Biglari
Philip L. Cooley
AUGUST 17, 2007 Initial Sardar Biglari 13D filedJune 4, 2008 Jonathan Dash, Dash Acquisitions become members of the Section 13(d) group.
JUNE 19, 2008 The Board appoints Sardar Biglari as Chairman of the Board.MARCH 16, 2009 Edward W. Wilhelm and Steven M. Schmidt decide not to stand for reelection.
NOVEMBER 16, 2009 Jonathan Dash, Dash Acquisitions cease to be members of the Section 13(d) group.
September 25, 2008 Jonathan Dash hired as a consultantJANUARY 8, 2009 Fred Risk decides not to stand for reelection.April 9, 2010 Company name changes to Biglari Holdings