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): November 12,
2008
DENNY’S
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-18051
|
13-3487402
|
|
(State
or other jurisdiction of
|
Commission
File No.
|
(I.R.S.
Employer
|
|
Incorporation
or organization
|
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))
Item 5.03 Amendments to the Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On
November 12, 2008, the Board of Directors of Denny’s Corporation (the
“Company”), approved amendments to the Company’s by-laws which in summary: (i)
clarified and addressed in greater detail the requirements for stockholders to
nominate directors or present other items of business at an annual meeting,
(ii) provided, without reduction of such time periods, that the time
periods for stockholders to give notice of nominations or other business at an
annual meeting be established by reference to the date of the prior year’s
meeting rather than (as previously set forth in the by-laws) prospectively to
the date of the current year's meeting, (iii) provided certain
additional information required to be set forth in or accompany a
stockholder's notice of a director nomination or other items of business to be
presented at an annual meeting including, in addition to ownership of stock, any
derivative positions held or hedging or other transactions entered into by the
stockholder which may affect such stockholder's voting power, and any
relationship or arrangement of such stockholder and its affiliates with the
nominee or with respect to the business proposed, (iv) clarified the
requirements for the conduct of business at special meetings of stockholders
and, if applicable, advance notice of nominations by stockholders at
special meetings, (v) clarified the majority voting requirement for matters
presented to the stockholders for approval, including the election of
directors, as a majority of votes cast (except as otherwise expressly set forth
in the prior by-laws), (vi) clarified that the rights of indemnitees under
the indemnification provision of the by-laws are contract rights and cannot
be retroactively impaired, (vii) added various provisions for electronic
communication with and meetings of stockholders, and (viii) made other minor
clarifying and conforming changes to the by-laws.
The
amended by-laws are effective as of November 12, 2008. The summary of changes to
the by-laws set forth above does not constitute a complete summary of the
changes and is qualified in its entirety by reference to the full text of the
by-laws, a copy of which is attached to this report as Exhibit 3.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
Exhibit
3.1 – By-Laws of Denny’s Corporation, as effective as of November 12,
2008.
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: November 17, 2008 | /s/ F. Mark Wolfinger |
| F. Mark Wolfinger | |
| Executive Vice President, | |
| Growth Initiatives, | |
| Chief Administrative Officer, | |
| Chief Financial Officer |