The board unanimously approved the measure after reports surfaced that the investor coalition had amassed economic exposure to nearly 20% of the company’s stock via swaps and derivatives. By implementing this mechanism, Dine Brands aims to prevent a takeover without a board-approved premium, effectively granting directors more time to weigh strategic alternatives away from the pressure of quarterly earnings cycles.

Under the new terms, shareholders gain the right to purchase additional stock at a 50% discount if any nonpassive investor secures 10% or more of the company's equity without formal approval. For passive investors, the threshold is set at 20%. This provision forces a significant financial penalty on any outside party attempting to seize control, as the trigger excludes the very entity attempting the acquisition. The rights agreement remains in effect until October 27, 2027.