DineEquity, Inc. (DIN)

The Annual Meeting of Stockholders (the “Meeting”) was held on May 13, 2008. Stockholders voted in person or by proxy for the following purposes:

(i)     Stockholders voted to elect the following directors, by the votes indicated:

The following directors continued in office after the meeting: H. Frederick Christie, Richard J. Dahl, Patrick W. Rose, Frank Edelstein, Gilbert T. Ray and Caroline Nahas.

(ii) Stockholders voted to approve and ratify the adoption of the 2008 IHOP Corp. Senior Executive Incentive Plan for the purposes of Section 162(m) of the Code. 15,393,875 shares were voted in favor of this proposal, 207,481 shares were voted against, there were 165,561 abstentions, and no broker non-votes.

(iii)   Stockholders voted to approve and ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2008. 15,613,981 shares were voted in favor of this proposal, 140,321 shares were voted against, there were 2,486 abstentions, and no broker non-votes.

The Company adjourned the Meeting without taking action on the proposal related to the amendment of the IHOP Corp. 2001 Stock Incentive Plan. The decision to adjourn the meeting was made because the Company learned that certain shareholders had submitted a proxy indicating their vote on such proposal, but such votes had not yet been received or processed by its tabulation agent.

The Meeting reconvened on May 21, 2008. Stockholders voted in person or by proxy, and approved and ratified the amendment of the IHOP Corp. 2001 Stock Incentive Plan. 9,562,233 shares were voted in favor of this proposal, 4,735,454 shares were voted against, there were 174,479 abstentions, and no broker non-votes.

Item 4.    Submission of Matters to a Vote of Security Holders.

        There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

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PART II

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

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