Dine Brands Global, Inc.

This proposal requests that the Board amend the company’s governing documents to permit stockholders holding an aggregate 15% of outstanding common stock to call a special meeting of stockholders. The supporting statement argues that such a right enhances shareholder accountability, allows investors to address urgent or extraordinary matters that should not wait for the annual meeting, and cites institutional investor guidance favoring a special-meeting right. The proponent frames a 15% ownership threshold as a meaningful but protective minimum to avoid misuse by small groups and references proxy advisory and asset manager policies on appropriate thresholds. If adopted, the Board would be asked to implement the charter and bylaw changes necessary to effect this right.