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): May 1, 2009
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 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On May 1,
2009, Denny’s Corporation (the “Company”) amended and restated the employment
agreement dated May 11, 2005, and amended on November 10, 2006 and December 12,
2008, between the Company, Denny’s Inc. (a wholly owned subsidiary of the
Company) and Nelson J. Marchioli, the President and Chief Executive Officer of
the Company and Denny’s Inc. (the "Amended and Restated Employment
Agreement").
The
primary purposes for amending and restating Mr. Marchioli’s employment agreement
were to (i) extend the term of the employment agreement until May 20, 2010, and
to provide that on each May 20 thereafter, the term of the agreement will be
extended for an additional one year term, unless either party gives the other at
least 90 days written notice of their intention for the agreement not to renew,
(ii) provide for payment of a pro rata annual bonus in the event Mr. Marchioli's
employment is terminated by the Company without cause or due to non-renewal of
the agreement, and (iii) provide an additional one year vesting and exercise
period for stock options and pro rata vesting with respect to other
performance-based incentive awards in the event Mr. Marchioli's employment is
terminated by the Company without cause or due to non-renewal of the
agreement.
With certain minor adjustments, the remaining terms of Mr.
Marchioli's previous employment agreement (which is described further in the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on April 13, 2009) were incorporated into the Amended and Restated
Employment Agreement, which is attached to this report as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits
(d)
Exhibits
Exhibit
No. 10.1 Amended and Restated Employment Agreement dated May 1, 2009
between Denny’s Corporation, Denny’s Inc. and Nelson J. Marchioli
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: May 7, 2009 | /s/ F. Mark Wolfinger |
| F. Mark Wolfinger | |
| Executive Vice President, | |
| Chief Administrative Officer and | |
| Chief Financial Officer |