Dine Brands Global, Inc. | Lobbying Expenditures Disclosure at Dine Brands Global, Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
DIN
Lead filer
Mercy Investment Services, Inc.
Co-filers
Adrian Dominican Sisters
Resolution ask
Report on or disclose
ESG theme
  • Governance
ESG sub-theme
  • Lobbying / political engagement
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED, the shareholders of Dine Brands (“Dine”) request the preparation of a report, updated annually, disclosing:
1.   Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 
Payments by Dine used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. Dine’s membership in and payments to any tax-exempt organization that writes and endorses model legislation. Description of management’s decision-making process and the Board’s oversight for making payments described above.For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Dine is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state, and federal levels. 
The report shall be presented to the Nominating and Corporate Governance Committee and posted on Dine’s website. 
Supporting statement
SUPPORTING STATEMENT 
Dine does not currently report on the full extent of its lobbying efforts. Dine spent $860,000 from 2021 to 2023 on federal lobbying,[1] primarily on federal legislation concerning the rights and protections for workers, including in the restaurant sector, such as the Protecting the Right to Organize Act of 2023, the Employee Rights Act, the Federal Trade Commission Franchise Rule, and the National Labor Relations Board Joint Employer Rule.[2] However, without further disclosure, shareholders cannot discern Dine’s lobbying position on these bills and whether those lobbying activities align with Dine’s stated values and commitments.[3]
Additionally, Dine does not disclose any lobbying expenditures at the state level. Companies can give unlimited amounts to third party groups and spend millions on lobbying and undisclosed grassroots activity.[4] However, Dine does not disclose a list of trade association memberships and related indirect lobbying expenditures through those organizations.
This lack of disclosure means that Dine has fallen behind its peer companies which could create significant reputational risk for the company. Darden[5], McDonald’s[6], and Yum Brands[7], amongst other peer companies, have all adopted political contributions policies and annually disclose their corporate contributions and expenditures, as well as their trade association memberships.
In its 2022 Sustainability Report, Dine states that “our long-term success is intimately linked to the growth occurring in the neighborhoods and communities we serve” which is further supported by the priority issues identified in its materiality matrix.[8] Full disclosure of Dine’s lobbying activities and expenditures is needed to assess both the extent to which the company is lobbying and whether its lobbying activities and expenditures are consistent with its expressed goals, priority issues, and shareholder and stakeholder interests.
[1]https://lda.senate.gov/filings/public/filing/search/?registrant=&registrant_country=&registrant_ppb_country=&client=Dine+Brands&client_state=&client_country=&client_ppb_country=&lobbyist=&lobbyist_covered_position=&lobbyist_conviction_disclosure=&lobbyist_conviction_date_range_from=&lobbyist_conviction_date_range_to=&report_period=&report_year=&report_dt_posted_from=&report_dt_posted_to=&report_amount_reported_min=&report_amount_reported_max=&report_filing_uuid=&report_house_doc_id=&report_issue_area_description=&affiliated_organization=&affiliated_organization_country=&foreign_entity=&foreign_entity_country=&foreign_entity_ppb_country=&foreign_entity_ownership_percentage_min=&foreign_entity_ownership_percentage_max=&search=search
[2]https://projects.propublica.org/represent/lobbying/301030226
[3]https://www.dinebrands.com/-/media/dinebrands/files/2022-dine-brands-esg-report-5523.pdf
[4] https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/
[5]https://investor.darden.com/governance/political-advocacy-expenditures/default.aspx
[6]https://corporate.mcdonalds.com/corpmcd/investors/corporate-governance/policital-contributions-and-policy.html
[7]https://investors.yum.com/governance/governance-documents/
[8]https://www.dinebrands.com/-/media/dinebrands/files/2022-dine-brands-esg-report-5523.pdf

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