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| DENN > SEC Filings for DENN > Form 8-K on 17-Nov-2008 | All Recent SEC Filings |
17-Nov-2008
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements
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.
(d) Exhibits
Exhibit 3.1 - By-Laws of Denny's Corporation, as effective as of November 12, 2008.
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