UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant☑                 Filed by a Party other than the Registrant☐

Check the appropriate box:

DUNKIN’ BRANDS GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

130 Royall Street

Canton, Massachusetts 02021

March 27, 2017April 2, 2019

Dear Fellow Shareholder:

WeOn behalf of the Board of Directors, we cordially invite you to attend our 20172019 Annual Meeting of Shareholders on Wednesday, May 10, 2017,15, 2019, at 10:00 a.m. (local time), to be held at our corporate office, 130 Royall Street, Canton, Massachusetts 02021.

The proxy statement accompanying this letter describes the Boston Marriott Quincy, 1000 Marriott Drive, Quincy, Massachusetts 02169.

business we will consider at the meeting. Again this year, Dunkin’ Brands has elected to deliver our proxy materials to the majority of our shareholders over the Internet under the Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery.

On March 27, 2017,April 2, 2019, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 20172019 Annual Meeting of Shareholders and our 20162018 Annual Report. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

The Notice will serve as an admission ticket for one shareholder to attend the 20172019 Annual Meeting of Shareholders.

On March 27, 2017,April 2, 2019, we also first mailed this proxy statement and the enclosed proxy card to certain shareholders. If you received a paper copy of the proxy materials in the mail, the proxy card includes an admission ticket for one shareholder to attend the 20172019 Annual Meeting of Shareholders. You may alternatively present a brokerage statement showing proof of your ownership of Dunkin’ Brands stock as of March 16, 2017.21, 2019.All shareholders must also present a valid form of government-issued picture identification in order to attend.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible.

We hope that you will be able to join us on May 10th.15th. Thank you for your ownership and support of Dunkin’ Brands.

Sincerely,

Nigel Travis

Chairman and Chief Executive Officer

Nigel Travis		Dave Hoffmann
Non-Executive Chairman of the Board		Chief Executive Officer

Dunkin’ Brands Group, Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 10, 201715, 2019

The 20172019 Annual Meeting of Shareholders of Dunkin’ Brands Group, Inc. (the “Company”) will be held at the Boston Marriott Quincy, 1000 Marriott Drive, Quincy,Company’s offices, 130 Royall Street, Canton, Massachusetts 0216902021 on Wednesday, May 10, 2017,15, 2019, at 10:00 a.m. (local time) for the following purposes as further described in the proxy statement accompanying this notice:

Shareholders of record at the close of business on March 16, 201721, 2019 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.

To attend the Annual Meeting, you must demonstrate that you were a Dunkin’ Brands shareholder as of the close of business on March 16, 2017,21, 2019, or hold a valid proxy for the Annual Meeting from such a shareholder. If you received a Notice of Internet Availability of Proxy Materials, the Notice will serve as an admission ticket for one shareholder to attend the 20162019 Annual Meeting of Shareholders. If you received a paper copy of the proxy materials in the mail, the proxy card includes an admission ticket for one shareholder to attend the 20172019 Annual Meeting of Shareholders. You may alternatively present a brokerage statement showing proof of your ownership of Dunkin’ Brands stock as of March 16, 2017.21, 2019.All shareholders must also present a valid form of government-issued picture identification in order to attend. Please allow additional time for these procedures.

By Order of the Board of Directors

Rich Emmett W. David Mann Secretary

Canton, Massachusetts

March 27, 2017April 2, 2019

TABLE OF CONTENTS

Dunkin’ Brands Group, Inc.

ANNUAL MEETING OF SHAREHOLDERS

May  10, 201715, 2019

PROXY STATEMENT

The Board of Directors of Dunkin’ Brands Group, Inc., or Dunkin’ Brands, is soliciting your proxy for the 20172019 Annual Meeting. Attendance in person or by proxy of a majority of the shares outstanding and entitled to vote at the meeting is required for a quorum for the meeting.

You may vote on the Internet, using the procedures and instructions described on the Notice of Internet Availability of Proxy Materials (the “Notice”) that you received. If you received a paper copy of these proxy materials, included with such copy is a proxy card or a voting instruction card from your bank, broker or other nominee for the Annual Meeting. In addition to voting on the Internet, you may vote by telephone using the toll-free telephone number contained on the Notice, proxy card, or voting instruction card or by mail by completing and returning a proxy card or voting instruction card. Both Internet and telephone voting provideeasy-to-follow instructions and have procedures designed to authenticate your identity and permit you to confirm that your voting instructions are accurately reflected.

You may revoke your proxy at any time before it is voted by voting later by telephone or Internet, returning a later-dated proxy card, or delivering a written revocation to the Secretary of Dunkin’ Brands.

Shareholders of record at the close of business on March 16, 201721, 2019 are entitled to vote at the meeting. Each of the 92,066,31682,601,674 shares of common stock outstanding on the record date is entitled to one vote.

This proxy statement, the proxy card and the Annual Report to Shareholders for our fiscal year ended December 31, 201629, 2018 (fiscal 2016)2018) are being first mailed or made available to shareholders on or about the date of the notice of meeting. Our address is 130 Royall Street, Canton, Massachusetts 02021.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 10, 2017:15, 2019: Our proxy statement is attached. Financial and other information concerning Dunkin’ Brands is contained in our annual report to shareholders for the fiscal year ended December 31, 2016.29, 2018. The proxy statement and our fiscal 20162018 annual report to shareholders are available on our website at http://investor.dunkinbrands.com. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

PROPOSAL 1

ELECTION OF DIRECTORS

Dunkin’ Brands has a classified Board of Directors currently consisting of three Directors with terms expiring in 2019 (Class II), three Directors with terms expiring in 2020 (Class III) and four Directors with terms expiring in 2021 (Class I).

At each Annual Meeting of Shareholders, Directors in one class are elected for a full term of three years to succeed those Directors whose terms are expiring. This year, three Class II Director nominees will stand for election to a three-year term expiring at the 2022 Annual Meeting. The persons named in the enclosed proxy will vote to elect Raul Alvarez, Anthony DiNovi and Nigel Travis as Directors unless the proxy is marked otherwise. Each of the nominees has indicated his willingness to serve, if elected. However, if a nominee should be unable to serve, the shares of common stock represented by proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a Director.

We seek nominees with established strong professional reputations, sophistication, and experience in the retail and consumer industries. We also seek nominees with experience in substantive areas that are important to our business such as marketing and brand management; retail; consumer targeting; supply chain management; accounting, finance and capital structure; strategic planning and leadership of complex organizations; technology and social and digital media; international operations; human resources and development practices; and strategy and innovation. Our nominees hold or have held senior executive positions in large, complex organizations or in businesses related to important substantive areas, and in these positions have also gained experience in core management skills and substantive areas relevant to our business. Our nominees also have experience serving on boards of directors and board committees of other public companies, and each of our nominees has an understanding of corporate governance practices and trends.

CEO Compensation NEO Compensation

In addition, each of our nominees has prior service on our Board, which has provided them with significant exposure to both our business and the industry in which we compete. We believe that each of our nominees possess the professional and personal qualifications necessary for Board service, and we have highlighted particularly noteworthy attributes for each director in the individual biographies below.

Nominees for Election for Terms Expiring in 2022 (Class II Directors)

The individuals listed below have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 2022 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each of the nominees were previously elected to the board by shareholders.

Your Board of Directors recommends that you vote FOR the election

of each of the nominees as director.

Raul Alvarez, 63

Director since 2012

Mr. Alvarez is an Operating Partner at Advent International Corporation, and previously served as Chairman of the Board at Skylark Co., Ltd., a Japanese-based operator of restaurant chains. Mr. Alvarez is a director at Lowe’s Companies, Inc., and Eli Lilly and Company and previously served as a director of Realogy Holdings Corp. from 2013 until 2018 and as a director of McDonald’s Corporation and KeyCorp until 2009. Mr. Alvarez served as President and Chief Operating Officer of McDonald’s Corporation from August 2006 until December 2009. Previously, he served as President of McDonald’s North America from January 2005 to August 2006 and as President of McDonald’s USA from July 2004 to January 2005. Mr. Alvarez brings significant experience in the quick service restaurant industry as well as executive leadership experience to the Board.

Anthony DiNovi, 56

Director since 2006

Mr. DiNovi isCo-President of Thomas H. Lee Partners, L.P. Mr. DiNovi joined THL in 1988. Within the past five years, Mr. DiNovi has served as a director of West Corporation. Mr. DiNovi was selected as a director because of his experience addressing financial, strategic and operating issues as a senior executive of a financial services firm and as a director of several companies in various industries.

Nigel Travis, 69

Director since 2009

Mr. Travis served as Chief Executive Officer of Dunkin’ Brands from January 2009 until July 2018, and has served in the additional role of Chairman of the Board since May 2013. He served as Executive Chairman until December 31, 2018 and since January 1, 2019 has continued his service asNon-Executive Chairman. From 2005 through 2008, Mr. Travis served as President and Chief Executive Officer, and on the board of directors of Papa John’s International, Inc., a publicly-traded international pizza chain. Prior to Papa John’s, Mr. Travis

was with Blockbuster, Inc. from 1994 to 2004, where he served in increasing roles of responsibility, including President and Chief Operating Officer. Mr. Travis previously held numerous senior positions at Burger King Corporation. Mr. Travis currently serves as a director for Office Depot, Inc., Advanced Auto Parts, Inc. and Abercrombie & Fitch Co. As our former Chief Executive Officer, Mr. Travis brings to the board a deep understanding of the Company, as well as domestic and international experience with franchised businesses in the quick service restaurant and retail industries.

Directors with Terms Expiring in 2020 (Class III Directors)

Linda Boff, 57

Director since 2017

Ms. Boff serves as Chief Marketing Officer & Vice President, Learning & Culture for General Electric Company (“GE”), leading all global marketing, brand, content, digital, sponsorship, and customer experience for the company, as well as GE’s learning & development work. Previously, Ms. Boff was GE’s executive director of global brand marketing. She also served as Chief Marketing Officer of iVillage Properties, part of NBC Universal. Ms. Boff joined GE in early 2004 as leader of employee marketing after 18 years of experience in marketing, advertising and communications, including senior roles at Citigroup, the American Museum of Natural History and Porter Novelli. Ms. Boff brings significant marketing and technology expertise to the Board. Ms. Boff is currently Chair of The Ad Council.

Michael Hines, 63

Director since 2011

Mr. Hines served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to 2007. From 1990 to 1995, he held management positions with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP. Mr. Hines is also a director of GNC Holdings, Inc. and of The TJX Companies, Inc. Mr. Hines’ experience as a financial executive and certified public accountant provides him with expertise in the retail industry, including accounting, controls, financial reporting, tax, finance, risk management and financial management.

Irene Chang Britt, 56

Director since 2014

Ms. Chang Britt served as President, Pepperidge Farm, a subsidiary of Campbell Soup Company, from August 2012 to February 2015 and also held the position of Senior Vice President, Global Baking and Snacking for Campbell from May 2012 to February 2015. Ms. Chang Britt joined Campbell in 2005 and held a series of leadership positions with Campbell, including Senior Vice President and Chief Strategy Officer and President, North America Foodservice. Ms. Chang Britt currently serves on the board of directors of Tailored Brands, Inc., Brighthouse Financial Inc., and Baybridge Seniors Housing, and formerly served on the board of Sunoco, Inc. and TerraVia Holdings Inc. Ms. Chang Britt brings to the Board a deep knowledge of the consumer packaged goods category, and extensive executive experience.

Directors with Terms Expiring in 2021 (Class I Directors)

David Hoffmann, 51

Director since 2018

David Hoffmann was named Chief Executive Officer of Dunkin’ Brands in July 2018. Mr. Hoffmann joined Dunkin’ Brands in October 2016 as President, Dunkin’ Donuts U.S. and Canada. Prior to joining Dunkin’ Brands, Mr. Hoffmann served as President, High Growth Markets, for McDonald’s Corporation. Mr. Hoffmann served as an executive for McDonald’s Corporation for 19 years in increasing roles of responsibility, including Senior Vice President and Restaurant Support Officer for Asia Pacific/Middle East/Africa (APMEA), Vice President of Strategy, Insights and Development for APMEA and of Executive Vice President of McDonald’s Japan. As our Chief Executive Officer, Mr. Hoffmann brings deep understanding of all aspects of the Company, as well as extensive operational and management experience in the quick service restaurant industry.

Mark Nunnelly, 60

Director since 2006

Until May 2018, Mr. Nunnelly served as Special Advisor to the Governor and Executive Director of MassIT, the Massachusetts Office of Information Technology. Previously, Mr. Nunnelly was Commissioner of the Department of Revenue for The Commonwealth of Massachusetts, and prior to that was a Managing Director at Bain Capital Partners, LLC (“Bain Capital”) until 2014. Prior to joining Bain Capital in 1989, Mr. Nunnelly was a Partner at Bain & Company, with experience in the domestic, Asian and European strategy practices. Previously, Mr. Nunnelly worked at Procter & Gamble in product management. Mr. Nunnelly serves on the board of directors of Genpact, Inc., as well as severalnot-for-profit corporations, and formerly served on numerous public and private boards, including Domino’s Pizza, Inc., Bloomin’ Brands, Inc. and Warner Music Group Corp. Mr. Nunnelly brings significant experience in product and brand management, as well as service on the boards of other public companies, including companies in the quick service restaurant business, to the Board.

Roland Smith, 64

Director since 2017

Mr. Smith previously served as Chairman and Chief Executive Officer of Office Depot, Inc., a leading global provider of products, services, and solutions for every workplace, from November 2013 until February 2017. Prior to joining Office Depot, Mr. Smith served as the President and Chief Executive Officer of Delhaize America, LLC, the U.S. division of Delhaize Group, and Executive Vice President of Delhaize Group, an international food retailer, from October 2012 to September 2013. Mr. Smith was a Special Advisor to The Wendy’s Company, a restaurant owner, operator and franchisor, from September 2011 to December 2011, served as President and Chief Executive Officer from July 2011 to September 2011. Mr. Smith served as President and Chief Executive Officer of Wendy’s/Arby’s Group, Inc. and Chief Executive Officer of Wendy’s International, Inc. from September 2008 to July 2011. Mr. Smith also served as Chief Executive Officer of Triarc Companies, Inc. from June 2007 to July 2011, and the Chief Executive Officer of Arby’s Restaurant Group, Inc., a restaurant owner, operator and franchisor, from April 2006 to September 2008. Mr. Smith currently

serves as Chairman of the Board of 24 Hour Fitness USA, Inc., and is a Director of Total Wine & More. He previously served as Director and Chairman of the Board of Office Depot, Director and Chairman of the Board of Carmike Cinemas, Inc., Director of The Wendy’s Company, and Director of Wendy’s/Arby’s Group, Inc. Mr. Smith brings extensive chief executive experience, including within the QSR industry, to the Board and has served previously on multiple public company boards.

Carl Sparks, 51

Director since 2013

Mr. Sparks previously served as Chief Executive Officer of Academic Partnerships, one of the leading companies in helping public universities migrate to online student recruitment and course delivery. Prior to that role, Mr. Sparks served as the Chief Executive Officer of Travelocity Global, one of the leading companies in online travel, and a division of Sabre Inc., from April 2011 through April 2014. Prior to joining Travelocity, he served as President of Gilt Groupe, an invitation-only online retailer of luxury products and experiences. Mr. Sparks joined Gilt as Chief Marketing Officer in October 2009 and was promoted to President in March 2010, serving in that role until April 2011, when he joined Travelocity. Mr. Sparks also served for five years at Expedia Inc., an online travel company, from June 2004 until October 2009, in a variety of leadership roles, including Senior Vice President, Marketing and Retail Operations at Hotels.com from June 2004 to May 2006, Chief Marketing Officer at Expedia.com from June 2006 to December 2007, and General Manager at Hotels.com USA, Latin America & Canada from January 2008 to October 2009. Mr. Sparks is currently a director of Avis Budget Group, Inc., and previously served as a director of Vonage Holdings Corp. Mr.  Sparks brings expertise in digital marketing, brand management, as well as executive experience, to the Board.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Board structure and committee composition

Our Board of Directors has established an audit committee, a compensation committee and a nominating & corporate governance committee with the composition and responsibilities described below. Each committee operates under a written charter approved by our Board of Directors. The members of each committee are appointed by the Board and serve until their successors are elected and qualified, unless they are earlier removed or resign. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. While each committee has designated responsibilities, the committees act on behalf of the entire Board. The committees regularly report on their activities to the entire Board.

Our Board of Directors held 57 meetings in fiscal 2016.2018. During fiscal 2016,2018, each director attended at least 75% of the Board meetings and the total meetings held by all of the committees on which he or she served during the periods that he or she served.

During fiscal 2016,2018, the Board had three standing committees: Audit, Compensation and Nominating & Corporate Governance. The table below provides information about the membership of these committees during fiscal 2016:2018:

Audit Committee

The audit committee’sAudit Committee’s primary duties and responsibilities are to:

The audit committeeAudit Committee consists of Ms. Chang Britt, Mr. Hines and Mr. Sparks. The Board has determined that each member of the audit committeeAudit Committee is an independent director pursuant to the requirements of the Sarbanes-Oxley Act of 2002, NASDAQ and all other applicable laws and regulations and that Mr. Hines is an “audit committee financial expert” within the meaning of Item 407 of RegulationS-K. Mr. Hines serves as chair of the audit committee.Audit Committee. Our Board of Directors has adopted a written charter under which the audit committeeAudit Committee operates. A copy of the charter is available on our website.

Compensation Committee

The purpose of the compensation committeeCompensation Committee is to assist the Board of Directors in fulfilling its responsibilities relating to oversight of the compensation of our directors, executive officers and other employees and the Company’s benefit and equity-based compensation programs. The compensation committeeCompensation Committee reviews and recommends to our Board of Directors compensation plans, policies and programs and approves specific compensation levels for all executive officers. Under the committee charter, the compensation committeeCompensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser only after conducting an independence assessment of such advisor as required under NASDAQ rules. The compensation committeeCompensation Committee consists of Mr. Alvarez, Ms. Boff, Mr. DiNovi Ms. Horbach and Mr. Nunnelly. Mr. Uva served as a member of the compensation committee prior to his resignation from the Board in June 2016. Mr. Alvarez serves as chair of the compensation committee.Compensation Committee. The Board has determined that each member of the compensation committeeCompensation Committee is an independent director as defined under SEC and NASDAQ rules. Our Board of Directors has adopted a written charter under which the compensation committeeCompensation Committee operates. A copy of the charter is available on our website.

Nominating & Corporate Governance Committee

The purpose of the nominatingNominating & corporate governance committeeCorporate Governance Committee is to identify individuals qualified to become members of the Board of Directors, to recommend director nominees for each annual meeting of shareholders, to recommend nominees for election to fill any vacancies on the Board of Directors, and to address related matters. The nominatingNominating & corporate governanceCorporate Governance committee reviews

and recommends to the Board of Directors any required changes to the corporate governance principles applicable to the Company and is responsible for leading the annual review of the Board’s performance. The nominatingNominating & corporate governance committeeCorporate Governance Committee consists of Ms. Chang Britt, Mr. Hines, and Ms. Horbach.Mr. Smith. Ms. Chang Britt was appointedServes as a member and the chair of the nominatingNominating & corporate governance committee in June 2016, replacing Mr. Uva.Corporate Governance Committee. The Board has determined that each member of the nominatingNominating & corporate governance committeeCorporate Governance Committee is an independent director as defined under NASDAQ rules. Our Board of Directors has adopted a written charter under which the nominatingNominating & corporate governance committeeCorporate Governance Committee operates. A copy of the charter is available on our website.

Our Board’s Role in Risk Oversight

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to Dunkin’ Brands. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to Dunkin’ Brands. The Board believes that evaluating the executive team’s management of the various risks confronting Dunkin’ Brands is one of its most important areas of oversight.

In accordance with this responsibility, the Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board reviews strategic, financial and execution risks and exposures associated with the annual plan and multi-year plans, cybersecurity, major litigation and other matters that may present material risks to the Company’s operations, plans, prospects or the Company’s or either of our brands’ reputation, acquisitions and divestitures and senior management succession planning. The Audit Committee reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, regulatory compliance, compliance with orders and data security. The Compensation Committee reviews risks related to executive compensation and the design of compensation programs, plans and arrangements.

Compensation of Directors

Non-Employee Director Compensation Program

We designed ournon-employee director compensation program with input from the Compensation Committee’s independent compensation consultant, Pearl Meyer, to provide compensation levels at the median of our peer group then used for compensation purposes. Under ournon-employee director compensation program, each member of our Board of Directors who is not an employee of the Company is eligible to receive compensation for his or her service as a director.Non-employee directors receive an annual board retainer, inclusive of meeting fees, of $70,000. The Lead Director receives an additional annual retainer of $25,000. The chair of the Audit Committee receives an additional annual retainer of $15,000, the chair of the Compensation Committee receives an additional annual retainer of $12,500 and the chair of the Nominating and Corporate Governance Committee receives an additional annual retainer of $7,500. In addition to cash retainers,non-employee directors receive an annual grant of restricted stock units, the fair market value of which is approximately $110,000. These restricted stock units become fully vested on the first anniversary of the date of grant, subject to the director’s continued service through the vesting date. In addition, the Board may approve additional compensation for ournon-employee directors in recognition of significant additional responsibilities undertaken by the director, as it did for Ms. Chang Britt during our 2016 fiscal year, as described below.

We maintain twonon-qualified deferred compensation plans: the Dunkin’ BrandsNon-Qualified Deferred Compensation Plan (the “NQDC Plan I”) and the Dunkin’ Brands, Inc.Non-Qualified Deferred Compensation Plan II (the “NQDC Plan II”), which we refer to collectively as the “Deferred Compensation Plan”. The NQDC Plan II replaced the NQDC Plan I effective as of January 1, 2015 with respect to deferrals made after that date. Under the Deferred Compensation Plan, anon-employee director may elect to defer all or part of the cash we would otherwise pay him or her and/or the shares of our common stock he or she would otherwise receive upon settlement of his or her restricted stock units. Amounts deferred by anon-employee director under the Deferred Compensation Plan are credited to a deferred stock unit account, which is credited with dividend equivalents upon the payment of any dividends by us to our shareholders. All amounts deferred under the Deferred Compensation Plan are only distributable upon the termination of thenon-employee director’s board service. During fiscal 2016, Messrs. Alvarez, DiNovi, Hines and Sparks and Mss. Chang Britt and Horbach elected to defer cash and/or restricted stock unit awards under the Deferred Compensation Plan.

Director Compensation for 2016

The following table sets forth information concerning the compensation earned by ournon-employee directors during our 2016 fiscal year. Directors who are employees of the Company do not receive any fees for their service as directors. Mr. Travis’s compensation is included with that of our other named executive officers below in “Executive Compensation.”

Director Ownership Guidelines

Under our director ownership guidelines, eachnon-employee director is expected to own shares of our common stock in an amount equal to five times the director’s annual cash retainer. Each director is expected to reach this ownership level within five years of first becoming a director or first being designated as an independent director. “Ownership” for this purpose includes shares owned directly as well as share equivalents, including shares credited to anon-employee director’s stock unit account under the Deferred Compensation Plan. As of the end of our fiscal year, each of ournon-employee directors had met the director ownership guidelines.

PROPOSAL 1

ELECTION OF DIRECTORS

Dunkin’ Brands has a classified Board of Directors currently consisting of two Directors with terms expiring in 2017 (Class III), three Directors with terms expiring in 2018 (Class I) and three Directors with terms expiring in 2018 (Class II). At each Annual Meeting of Shareholders, Directors in one class are elected for a full term of three years to succeed those Directors whose terms are expiring. This year, the two Class III Director nominees will stand for election to a three-year term expiring at the 2020 Annual Meeting. The persons named in the enclosed proxy will vote to elect Michael Hines and Irene Chang Britt as Directors unless the proxy is marked otherwise. Each of the nominees has indicated his or her willingness to serve, if elected. However, if a nominee should be unable to serve, the shares of common stock represented by proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a Director.

We seek nominees with established strong professional reputations, sophistication and experience in the retail and consumer industries. We also seek nominees with experience in substantive areas that are important to our business such as international operations; marketing and brand management; sales, buying and distribution; accounting, finance and capital structure; strategic planning and leadership of complex organizations; technology and social and digital media; human resources and development practices; and strategy and innovation. Our nominees hold or have held senior executive positions in large, complex organizations or in businesses related to important substantive areas, and in these positions have also gained experience in core management skills and substantive areas relevant to our business. Our nominees also have experience serving on boards of directors and board committees of other public companies, and each of our nominees has an understanding of corporate governance practices and trends.

In addition, both of our nominees have prior service on our Board, which has provided them with significant exposure to both our business and the industry in which we compete. We believe that both of our nominees possess the professional and personal qualifications necessary for Board service, and we have highlighted particularly noteworthy attributes for each director in the individual biographies below.

Nominees for Election for Terms Expiring in 2020 (Class III Directors)

The individuals listed below have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 2020 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Mr. Hines was previously elected to the board by shareholders. Ms. Chang Britt was appointed by the Board of Directors in May 2014.

Your Board of Directors recommends that you vote FOR the election

of each of the nominees as director.

Michael Hines, 61

Director since 2011

Mr. Hines served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to 2007. From 1990 to 1995, he held management positions

with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP. Mr. Hines is also a director of GNC Holdings, Inc. and of The TJX Companies, Inc. Mr. Hines’ experience as a financial executive and certified public accountant provides him with expertise in the retail industry, including accounting, controls, financial reporting, tax, finance, risk management and financial management.

Irene Chang Britt, 54

Director since 2014

Ms. Chang Britt served as President, Pepperidge Farm, a subsidiary of Campbell Soup Company from August 2012 to February 2015 and also held the position of Senior Vice President, Global Baking and Snacking for Campbell from October 2010 to February 2015. Ms. Chang Britt joined Campbell in 2005 and held a series of leadership positions with Campbell including Senior Vice President and Chief Strategy Officer and President, North America Foodservice. Ms. Chang Britt currently serves on the board of directors of Tailored Brands, Inc. and TerraVia Holdings, Inc., and formerly served on the board of Sunoco, Inc. Ms. Chang Britt brings to the Board a deep knowledge of the consumer packaged goods category, and extensive executive experience.

Directors with Terms Expiring in 2018 (Class I Directors)

Sandra Horbach, 56

Director since 2006

Ms. Horbach is a Managing Director of The Carlyle Group, where she serves asCo-Head of the US Buyout Group. Ms. Horbach currently serves as a director of Acosta Sales & Marketing, Nature’s Bounty, Inc., and Novolex as well as a number ofnot-for-profit organizations. Prior to joining Carlyle, Ms. Horbach was a General Partner at Forstmann Little, a private investment firm, and an Associate at Morgan Stanley. She has also served on the boards of Beats, philosophy, Vogue, CVC, Citadel Broadcasting Corporation and The Yankee Candle Company, Inc. Ms. Horbach has extensive experience in the retail and consumer industries, and experience on other public and private boards.

Mark Nunnelly, 58

Director since 2006

Mr. Nunnelly currently serves as Special Advisor to the Governor and Executive Director of MassIT, the Massachusetts Office of Information Technology. Previously, Mr. Nunnelly was Commissioner of the Department of Revenue for The Commonwealth of Massachusetts, and prior to that was a Managing Director at Bain Capital Partners, LLC (“Bain Capital”) until 2014. Prior to joining Bain Capital in 1989, Mr. Nunnelly was a Partner at Bain & Company, with experience in the domestic, Asian and European strategy practices. Previously, Mr. Nunnelly worked at Procter & Gamble in product management. Mr. Nunnelly serves on the board of directors of Genpact, Inc., as well as severalnot-for-profit corporations, and formerly served on numerous public and private boards, including Domino’s Pizza, Inc., Bloomin’ Brands, Inc. and Warner Music Group Corp. Mr. Nunnelly brings significant experience in product and brand management, as well as service on the boards of other public companies, including companies in the quick service restaurant business, to the Board.

Carl Sparks, 49

Director since 2013

Mr. Sparks serves as Chief Executive Officer of Academic Partnerships, a role he has held since April 2016. Academic Partnerships is one of the leading companies in helping public universities migrate to online student recruitment and course delivery. Prior to this role, Mr. Sparks served as the Chief Executive Officer of Travelocity Global, one of the leading companies in online travel, and a division of Sabre Inc., from April 2011 through April 2014. Prior to joining Travelocity, he served as President of Gilt Groupe, an invitation-only online retailer of luxury products and experiences. Mr. Sparks joined Gilt as Chief Marketing Officer in October 2009 and was promoted to President in March 2010, serving in that role until April 2011, when he joined Travelocity. Mr. Sparks also served for five years at Expedia Inc., an online travel company, from June 2004 until October 2009, in a variety of leadership roles, including Senior Vice President, Marketing and Retail Operations at Hotels.com from June 2004 to May 2006, Chief Marketing Officer at Expedia.com from June 2006 to December 2007, and General Manager at Hotels.com USA, Latin America & Canada from January 2008 to October 2009. Mr. Sparks is also a director of Vonage Holdings Corp. Mr. Sparks brings expertise in digital marketing, brand management, as well as executive experience, to the Board.

Directors with Terms Expiring in 2019 (Class II Directors)

Raul Alvarez, 61

Director since 2012

Mr. Alvarez is currently Chairman of the Board at Skylark Co., Ltd., a Japanese-based operator of restaurant chains. Mr. Alvarez is a director at Lowe’s Companies, Inc., Eli Lilly and Company and Realogy Holdings Corp. and served as a director of McDonald’s Corporation and KeyCorp until 2009. Mr. Alvarez served as President and Chief Operating Officer of McDonald’s Corporation from August 2006 until December 2009. Previously, he served as President of McDonald’s North America from January 2005 to August 2006 and as President of McDonald’s USA from July 2004 to January 2005. Mr. Alvarez brings significant experience in the quick service restaurant industry as well as executive leadership experience to the Board.

Anthony DiNovi, 54

Director since 2006

Mr. DiNovi isCo-President of Thomas H. Lee Partners, L.P. Mr. DiNovi joined THL in 1988. Mr. DiNovi is currently a director of West Corporation. Mr. DiNovi was selected as a director because of his experience addressing financial, strategic and operating issues as a senior executive of a financial services firm and as a director of several companies in various industries.

Nigel Travis, 67

Director since 2009

Mr. Travis has served as Chief Executive Officer of Dunkin’ Brands since January 2009 and assumed the additional role of Chairman of the Board in May 2013. From 2005 through 2008, Mr. Travis served as President and Chief Executive Officer, and on the board of directors of Papa John’s International, Inc., a publicly-traded international pizza chain. Prior to Papa John’s, Mr. Travis was with Blockbuster, Inc. from 1994 to 2004, where he served in increasing roles of responsibility, including President and Chief Operating Officer. Mr. Travis previously held numerous senior positions at Burger King Corporation. Mr. Travis currently serves as a director of Office Depot, Inc. and formerly served on the

boards of Lorillard, Inc. and Bombay Company, Inc. As our Chief Executive Officer, Mr. Travis brings to the board a deep understanding of the Company, as well as domestic and international experience with franchised businesses in the quick service restaurant and retail industries.

CORPORATE GOVERNANCE, SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Board Independence. The Board evaluates any relationships of each director and nominee with Dunkin’ Brands and makes an affirmative determination whether or not such director or nominee is independent. Under our Corporate Governance Guidelines, an “independent” director is one who meets the qualification requirements for being an independent director under applicable laws and the corporate governance listing standards of NASDAQ. Our Board reviews any transactions and relationships between eachnon-management director or any member of his or her immediate family and Dunkin’ Brands. The purpose of this review is to determine whether there were any such relationships or transactions and, if so, whether they were inconsistent with a determination that the director was independent. As a result of this review, our Board unanimously determined that each current member of our Board of Directors, with the exception of Mr. Travis,Hoffmann, our Chief Executive Officer, and Mr. Travis, ourNon-Executive Chairman (who served as our Chief Executive Officer until July 2018), is independent under the governance and listing standards of NASDAQ.

Board Expertise and Diversity. We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent guidance with respect to our operations and interests. All of our directors are financially literate, and one member of our Audit Committee is an audit committee financial expert.

Board Annual Performance Reviews. Our Corporate Governance Guidelines provide that the Board shall be responsible for periodically, and at least annually, conducting a self-evaluation of the Board as a whole. In addition, the written charters of the Audit Committee, Nominating & Corporate Governance Committee and the Compensation Committee provide that each such committee shall evaluate its performance on an annual basis using criteria that it has developed and shall report to the Board on its findings. The Board and each committee completed these evaluations during 2018.

Board Nominees. Under its charter, our Nominating & Corporate Governance Committee is responsible for recommending to the Board candidates to stand for election to the Board at the Company’s annual meeting of shareholders and for recommending candidates to fill vacancies on the Board that may occur between annual meetings of shareholders. The

Corporate Governance Guidelines provide that nominees for director shall be selected on the basis of their character, wisdom, judgment, ability to make independent analytical inquiries, business experiences, understanding of the Company’s industry and business environment, time commitment and acumen. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings. The committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. In addition, the committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical information contained under “Proposal 1—Election of Directors.”

The Nominating & Corporate Governance Committee considers properly submitted recommendations for candidates to the Board of Directors from shareholders. AnyAs described in the our bylaws, which have been filed with the Securities and Exchange Commission (SEC) and are publicly available, any shareholder may submit in writing one

candidate for consideration for each shareholder meeting at which directors are to be elected by not later than the 120th calendar day nor earlier than the 90^th calendar day before the first anniversary of the date that we released our proxy statement to shareholders in connection with the previous year’s annual meeting. Any shareholder recommendations for consideration by the Nominating & Corporate Governance Committee should include the candidate’s name, biographical information, information regarding any relationships between the candidate and Dunkin’ Brands within the last three years, a statement of recommendation of the candidate from the shareholder, a description of our shares beneficially owned by the shareholder, a description of all arrangements between the candidate and the recommending shareholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on the Board of Directors, any other information required to be provided under securities laws and regulations, and a written indication of willingness to provide such other information as the Nominating & Corporate Governance Committee may reasonably request. Recommendations should be sent to Rich Emmett,David Mann, Corporate Secretary, Dunkin’ Brands Group, Inc., 130 Royall Street, Canton, MA 02021. The Nominating & Corporate Governance Committee evaluates candidates for the position of director recommended by shareholders or others in the same manner as candidates from other sources. The Nominating & Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.

Board Leadership Structure. Under our Corporate Governance Guidelines, our Board may select a Chairman of the Board of Directors at any time, who may also be an executive officer of the Company. Jon Luther, our formernon-executive Chairman, retired from the Board of Directors in May 2013. At that time, the Board appointed Nigel Travis ourserved as Chief Executive Officer toof Dunkin’ Brands from January 2009 until July 2018, and has served in the additional role of Chairman of the Board and named Raul Alvarez as Lead Independent Director.since May 2013. David Hoffmann replaced Mr. Travis has been ouras Chief Executive Officer of Dunkin’ Brands in July 2018. At that time, the Board determined to separate the Chairman role from the Chief Executive Officer role. Mr. Travis served as Executive Chairman until December 31, 2018 and since 2009 andJanuary 1, 2019 has significant prior experience with franchised businesses in the quickcontinued his service restaurant and retail industries. GivenasNon-Executive Chairman. Mr. Travis’ extensive experience and deep knowledge of our company and our industry,Raul Alvarez continues to serve as lead independent director. At this time, the Board believes that combining the Chairman and Chief Executive Officer positions is currently the most effective leadership structure for Dunkin’ Brands. As Chief Executive Officer, Mr. Travis is intimately involved in theday-to-day operationsseparation of our company and is best positioned to lead the Board in setting the strategic focus and direction for our company. As Lead Independent Director, Mr. Alvarez has the power to provide formal input into Board meeting agendas, to call meetings of the independent directors, and to preside at meetings of independent directors, as well as playing a key role in management and succession planning. The Board believes that the combination of the Chairman and Chief Executive Officer roles as part of a

governance structure that includes a lead independent director, as well as the exercise of key Board oversight responsibilities by independent directors, provides an effective balance for the management of the Company in the best interest of our shareholders.

Majority Voting Guidelines. Our Corporate Governance Guidelines provide that in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation following certification of the shareholder vote. The Nominating & Governance Committee shall make a recommendation to the Board and the Board shall determine whether or not to accept such resignation within a period of 90 days following the shareholder vote, and will promptly publicly disclose its decision to accept or reject the resignation and, if rejected, the reasons for doing so.

Policies Relating to Directors. It is our policy that when a director’s principal occupation or business association changes during his or her tenure as a director, that director shall tender his or her

resignation from the Board to the Chairman of the Board, with a copy to the Secretary, and the Board shall determine whether or not to accept such resignation. We also require directors to notify the Secretary of the Board prior to joining another board of directors where the potential for conflict exists. In addition, it is our policy that no director shall be nominated who has attained the age of 73 prior to or on the date of his or her election orre-election. We expect each of our directors to attend the annual meeting of shareholders, and in 2016,2018, each of our directors did attend.

Code of Business Ethics and Conduct. We have adopted a written Code of Business Ethics and Conduct (the “Code of Conduct”) that applies to our directors, officers and employees, including our executive officers, and is designed to ensure that our business is conducted with integrity. The Code of Conduct covers professional conduct, conflicts of interest, intellectual property and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. A copy of the Code of Conduct is posted on our website, which is located athttp://investor.dunkinbrands.com. We intend to disclose any future amendments to, or waivers from, the Code of Conduct for Dunkin’ Brands executive officers within four business days of the waiver or amendment through a website posting or by filing a Current Report onForm 8-K with the Securities and Exchange Commission, or SEC.

Sustainability & Corporate Social Responsibility. At Dunkin’ Brands, we believe that being a socially responsible company is good business. We strivecontinue to be recognized as a company that responsibly servesmake important progress towards our guests, franchisees, employees, communities, business partners and the interests of our planet. Our commitment to corporate social responsibility is defined by four priorities:(CSR) goals, including:

Dunkin’ Brands’ Corporate Social Responsibility (CSR)Brands CSR reports, available on our website atwww.dunkinbrands.com/responsibility,provide an overview of our CSR goals and progress since 2010. We are reportingOur most recent CSR report was published in Spring 2017 and is available on atwo-year cycle and our nextwebsite. The 2017-2018 CSR Reportreport will be published in the spring of 2017.on our website later this year.

Shareholder Engagement.We have a strong shareholder engagement program and value shareholder input. We have regular, transparent communication with our shareholders throughout the year to ensure we are addressing their questions and concerns. We engage with shareholders through our quarterly earnings calls, investment community conferences, road shows and other communications channels. In 2018, our management team met with representatives at many of our top institutional shareholders representing an aggregate of approximately 50% of our outstanding shares.

Communications with Directors. Security holdersShareholders and other interested parties may communicate directly with the Board or the independent directors as a group, or specified individual directors by writing to such individual or group c/o Office of the Corporate Secretary, Dunkin’ Brands Group, Inc., 130 Royall Street, Canton, Massachusetts 02021. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.

Online Availability of Information. The current versions of our Certificate of Incorporation,By-Laws, Corporate Governance Guidelines, Code of Business Ethics and Conduct, and charters for our Audit, Compensation and Nominating & Corporate Governance Committee are available on our website athttp://investor.dunkinbrands.com.

Transactions with Related Persons

Under the Code of Business Ethics and Conduct, the Board is responsible for reviewing and approving or ratifying any transaction in which Dunkin’ Brands and any of our directors, director nominees, executive officers, 5% or greater shareholders or their immediate family

members are participants and in which such persons have a direct or indirect material interest as provided under SEC rules. In the course of reviewing potential related person transactions, the Board considers the nature of the related person’s interest in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for Dunkin’ Brands entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the Board may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Board.

Compensation of Directors

Non-Employee Director Compensation Program

We designed ournon-employee director compensation program with input from the Compensation Committee’s independent compensation consultant, Pearl Meyer, to provide compensation levels at the median of our peer group used for executive compensation purposes at the time the program was adopted. Under ournon-employee director compensation program, each member of our Board of Directors who is not an employee of the Company is eligible to receive compensation for his or her service as a director.Non-employee directors receive an annual board retainer, inclusive of Board meeting fees, of $70,000. In addition, all Committee chairs and each member, excluding the Chair, of our three standing Board committees, receive an additional cash retainer. The annual cash retainer program for 2018 was structured as follows(pro-rated for years of partial service):

In addition to cash retainers, allnon-employee directors receive an annual grant of restricted stock units (“RSUs”) on the date of our annual meeting of shareholders (or upon the appointment of the director if such appointment occurs not in connection with an annual meeting), the grant date fair market value of which is approximately $110,000. These RSUs become fully vested on the first anniversary of the date of grant, subject to the director’s continued service through the vesting date. We also reimburse ournon-employee directors for expenses incurred in connection with attending Board and Committee meetings.

We maintain twonon-qualified deferred compensation plans: the Dunkin’ BrandsNon-Qualified Deferred Compensation Plan (the “NQDC Plan I”) and the Dunkin’ Brands, Inc.Non-Qualified Deferred Compensation Plan II (the “NQDC Plan II”), which we refer to collectively as the “Deferred Compensation Plan”. The NQDC Plan II replaced the NQDC Plan I effective as of January 1, 2015 with respect to deferrals made after that date. Under the Deferred Compensation Plan, anon-employee director may elect to defer all or part of the cash we would otherwise pay him or her and/or the shares of our common stock he or she would otherwise receive upon settlement of his or her RSUs. Amounts deferred by anon-employee director under the Deferred Compensation Plan are credited to a deferred stock unit account, which is credited with dividend equivalents upon the payment of any dividends by us to our shareholders. All amounts deferred under the Deferred Compensation Plan are only distributable upon the termination of thenon-employee director’s board service. During fiscal 2018, Messrs. Alvarez, DiNovi, Hines, Nunnelly and Sparks and Mss. Chang Britt and Horbach elected to defer cash and/or restricted stock unit awards under the Deferred Compensation Plan.

Non-Executive Chairman Compensation

Effective January 1, 2019, Mr. Travis transitioned to the role ofNon-Executive Chairman of the Board of Directors. In connection with this appointment, the Compensation Committee, with advice from Pearl Meyer, approved an annual cash retainer of $400,000 for Mr. Travis’s service in this position. Mr. Travis will also be eligible to receive the annual grant of RSUs, as described above. Other than this annual retainer and equity grant, Mr. Travis will receive no other compensation in respect of his service as anon-employee director of the Company. Pursuant to their terms, any equity awards held by Mr. Travis as of January 1, 2019 will continue to vest based on his service as a director.

In determining this arrangement, the Compensation Committee took into consideration peer group data as described above, as well as the role Mr. Travis will perform for the Company, which will entail providing continued support to the Company in excess of what would be expected of a typicalNon-Executive Chairman, including acting as a liaison to certain of our international joint ventures and serving as a representative of the Company in certain government affairs activities, both at a national and state level.

This compensation arrangement will be reviewed annually, with the first review occurring in May of 2020.

Director Compensation for 2018

The following table sets forth information concerning the compensation awarded to, earned by or paid to ournon-employee directors during our 2018 fiscal year. Directors who are employees of the Company do not receive any fees for their service as directors. Mr. Travis’s compensation for 2018 is included with that of our other named executive officers below in “Executive Compensation.”

Director Ownership Guidelines

Under our director ownership guidelines, eachnon-employee director is expected to own shares of our common stock in an amount equal to five times the director’s annual cash retainer. Each director is expected to reach this ownership level within five years of first becoming a director or first being designated as anon-employee director. “Ownership” for this purpose includes shares owned directly as well as share equivalents, including shares credited to anon-employee director’s stock unit account under the Deferred Compensation Plan. As of the end of fiscal 2018, each of ournon-employee directors who joined the Board prior to 2017 had met the director ownership guidelines. We expect that Ms. Boff and Mr. Smith, who joined the Board in May and July 2017, respectively, will meet the director ownership guideline within the required timeframe. During 2018, Mr. Travis was subject to the stock ownership guidelines described below in “Compensation Discussion and Analysis—Other Compensation Policies—Stock Ownership Guidelines.”

Stock Ownership Information

The following table sets forth information regarding the beneficial ownership of our common stock as of the record date, March 16, 201721, 2019 by (i) such persons known to us to be beneficial owners of more than 5% of our common stock, (ii) each director, director nominee and named executive officer, and (iii) all directors and executive officers as a group. Unless otherwise noted, the address for each individual is c/o Dunkin’ Brands Group, Inc. 130 Royall Street, Canton, MA 02021.

(4)

The information regarding The Vanguard Group (“Vanguard”) is based solely on information included in Amendment No. 35 to its Schedule 13G filed by Vanguard with the SEC on February 9, 2017,11, 2019, which reflects sole voting power as to 53,48345,908 shares, shared voting power as to 10,39910,799 shares, sole dispositive power as to 6,785,6317,317,180 shares, and shared dispositive power as to 59,28248,160 shares. Vanguard reported its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)

The information regarding BlackRock, Inc.Janus Henderson Group PLC (“BlackRock”Janus”) is based solely on information included in Amendment No. 12 to its Schedule 13G filed by BlackRockJanus with the SEC on January 23, 2017,February 12, 2019, which reflects sole voting power as to 6,463,608 shares and sole dispositive power as to 6,816,737 shares, and shared voting and dispositive power as to 17,5596,981,637 shares. BlackRockJanus reported its address as 55 East 52nd Street, New York, New York 10055.201 Bishopsgate EC2M 3AE, United Kingdom.

(6)

The information regarding Meritage Group LP (“Meritage”) is based solely on information included in Amendment No. 1 to its Schedule 13G filed by Meritage with Mr. Emmett resigned from the SEC on February 13, 2017, filed jointly with MWG GP LLC (“MWG”) and Meritage Fund LLC (“Meritage Fund”), which reflects shared voting and dispositive power of 4,778,484 shares for Meritage and MWG, and shared voting and dispositive power as to 4,692,741 shares for Meritage Fund. Meritage reports the address of Meritage, MWG and Meritage Fund as One Ferry Building, Suite 375, San Francisco, California 94111.Company effective March 16, 2019.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and any greater than 10% beneficial owners to file reports of holdings and transactions in our common stock with the SEC. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on our records and other information, all reports were timely filed during fiscal year 2016.

PROPOSAL 2

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

The Compensation Discussion and Analysis beginning on page 28 of this Proxy Statement describes our executive compensation program and the compensation of our named executive officers for fiscal 2018. The Board of Directors is asking shareholders to cast anon-binding, advisory vote indicating their approval of that compensation by voting FOR the following resolution:

“RESOLVED, that the shareholders of Dunkin’ Brands Group, Inc. APPROVE, on an advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

As described in detail in the Compensation Discussion and Analysis, we have a total compensation approach focused on performance-based incentive compensation that seeks to:

The Board is asking shareholders to support this proposal. Although the vote we are asking you to cast isnon-binding, the Compensation Committee and the Board value the views of our shareholders as expressed in their votes. The Board and Compensation Committee will consider the outcome of the vote when determining future compensation arrangements for our named executive officers.

Your Board of Directors recommends a vote FOR Proposal 2, Advisory Vote on

Named Executive Officer Compensation.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the principles underlying our policies and decisions used to determine, and our decisions made with respect to, the compensation of our executive officers who are named in the “Summary Compensation Table” as well as the most important factors relevant to an analysis of those policies and decisions. Our “named executive officers” for fiscal 20162018 are:

OverviewSummary overview of compensation and fiscal 20162018 performance

Our compensation strategy focuses on providing a total compensation package that will attract and retain high-caliber executive officers and employees, incentivize them to achieve companyCompany and individual performance goals, and align management, employee and shareholder interests over both the short-term and long-term. Our approach to executive compensation reflects our focus on long-term value creation. We believe that by placing a significant equity opportunity in the hands of executives who are capable of driving and sustaining growth, our shareholders will benefit along with the executives who helped create this value.

Compensation philosophy

Our compensation philosophy centers upon:

Each of the key elements of our executive compensation program is discussed in more detail below. The elements of our executive compensation program are intended to be complementary and to collectively serve the compensation objectives described above. We have not adopted any formal

policies or guidelines for allocating compensation between short-term and long-term compensation, between cash andnon-cash compensation, or among different forms of cash andnon-cash compensation. The compensation levels of our named executive officers reflect, to a significant degree, the varying roles and responsibilities of these executives.

At our 20162018 annual meeting of shareholders, approximately 89%98% of the votes cast on our “say on pay” proposal were in favor of the compensation of our executive officers. The Compensation Committee considered this positive support for our compensation practices and continued to make its compensation-related decisions in fiscal 2018 consistent with the Company’s stated executive compensation philosophy.

Our compensation and governance practices

Described below are some of the practices that we consider good governance features of our executive compensation program.

Risk Mitigation -Our executive compensation program includes a number of controls that mitigate risk, including executive stock ownership and holding requirements and our ability to recover compensation paid to executives in certain circumstances, each as described below.

Robust Shareholder Engagement -We have regular, transparent communication with our shareholders throughout the year to ensure we are addressing their questions and concerns. We engage with shareholders through our quarterly earnings calls, investment community conferences, road shows and other communications channels. In 2016,2018, our management team met with representatives at many of our top institutional shareholders representing an aggregate of approximately 50% of our outstanding shares.

Compensation Clawback -Under our Incentive Compensation Recoupment policy, we can recover cash- or equity-based compensation paid to executives in various circumstances, including where the compensation is based upon the achievement of specified financial results that are the subject of a subsequent financial restatement (see “Clawbacks; Risk Assessment”risk assessment” below).

Performance-basedPerformance-Based Long-Term Incentive Compensation -In 2016,2018, the equity awards granted to our Chairman and Chief Executive Officer and other named executive officers were comprised of a mix of time-vestingnon-qualified stock options that fully vest after four years and performance stock units (“PSUs”) that vest after three years based on the achievement ofpre-determined performance targets.

No Hedging or Pledging -We prohibit our executives and directors from pledging, hedging, or engaging in any derivatives trading with respect to shares of our common stock.

No Automatic Single-TriggerChange-in-Control Vesting - All equity awards granted since our initial public offering in July 2011 have double-triggerchange-in-control vesting provisions.

No“Gross-ups”Gross-Ups” -We do not provide tax“gross-ups” for compensation, perquisites or other benefits provided to our executive officers, other than in the case of certain relocation expenses, consistent with our relocation policy for all U.S.-based employees, including Mr. Weisman’s relocation expenses in 2018, and in the case of Mr. Hoffmann’s special taxgross-up for living expenses for Mr. Hoffmann that he negotiated forwere paid in connection with his hiring.hiring (and which was only in effect in 2016 and 2017).

Stock Ownership Requirements -We require our executive officers to meet stock ownership requirements, and we require themMr. Hoffmann to retain 100% of the net profit shares received from stock option exercises and the vesting of performance or restricted stock awards, and other named executive officers to retain 50% of theafter-tax proceeds net profit shares received from stock option gainsexercises and the settlementvesting of performance or restricted stock unitsawards until they meet their required ownership levels (see “Stock Ownership Guidelines” below). In addition, shares of common stock delivered under performance stock units granted in 2016settlement of PSUs generally may not be sold or transferred for one year following the datesdate the units vest, other than to satisfy tax withholding obligations. We also have stock ownership requirements for our directors, as discussed under “Compensation of Directors”.

No Repricing -Our equity incentive plan prohibits the repricing or exchange of stock options and stock appreciation rights without shareholder approval.

Independent Compensation Consultant -The Compensation Committee has engaged an independent compensation consultant, Pearl Meyer, that has no other ties to the Company or its management and that meets the independence standards of NASDAQ (see “Competitive market data and the use of compensation consultants” below).

No “Golden Parachutes” - Any potential payments to executives upon a termination of employment are relatively modest.

Perquisites -We provide our executives with a very limited range of executive perquisites and the aggregate value of all ongoing regular perquisites represents less thanone-half of one percent of aggregate total compensation for our named executive officers.

Highlights of 2016 business performanceFiscal 2018 Business Performance

We believe that our named executive officers were instrumental in helping us drive resultsdeliver our revenue, operating income and earnings per share performance objectives in 2016 and in assessing2018, while also making significant progress against the Dunkin’ U.S. Blueprint for Growth, our competitive position and shapingmulti-year plan designed to evolve Dunkin’ U.S. into a long-term strategic plan that will best position the Company for continued growth in 2017 and beyond. Fiscal 2016 was a year of significant operational achievements and strong financial performance, while we also returned approximately $165 million to shareholders in the form of share repurchases and an increased quarterly dividend. beverage-led,on-the-go brand.

Financial and operational highlights of our fiscal 20162018 performance include the following¹:following:

Compensation of our other Named Executive Officers

HiringAppointment of Mr. HoffmannTravis to Executive Chair of the Board of Directors

Effective October 3, 2016,July 11, 2018, the Company hired David Hoffmann as President, Dunkin’ Donuts U.S. and Canada.same date that Mr. Hoffmann was hiredpromoted to replace Paul Twohig who is retiring in March 2017. In determining Mr. Hoffmann’s compensation,Chief Executive Officer, the Company appointed Mr. Travis to the position of Executive Chairman of the Board of Directors. Because the term of Mr. Travis’ employment agreement expired on December 31, 2018, his employment terms and conditions, including his base salary, employment benefits and Annual Plan eligibility, were maintained without modification through the end of his employment contract term.

Effective January 1, 2019, Mr. Travis ceased his employment with Dunkin’ Brands and transitioned to the role ofNon-Executive Chairman of the Board of Directors. In connection with his appointment to this new role, the Compensation Committee, took into consideration the value and structure of Mr. Hoffmann’s compensation arrangements with his then-current employer and, in particular, the intrinsic value of the equity awards he would be forfeiting if he resigned his employment to join Dunkin’ Brands. In addition to replacing Mr. Twohig, in hiring Mr. Hoffmann, Mr. Travis and the Compensation Committee also considered that they were hiring a potential successor to Mr. Travis, whose contract currently runs through December 31, 2018.

28

2016 Total Direct Compensation (TDC) - Nigel Travis, CEO

Mr. Travis recommended and the Compensation Committee approved, with advice from its independent compensation consultant Mr. Hoffmann’s salary and short- and long-term incentivebased on a review of peer group benchmarking data, approved a compensation under his employment offer letterarrangement as follows:

In addition, in connection with his hiring,determining this arrangement, the Compensation Committee also approved a signing bonus of $1,100,000 (as furthertook into consideration peer group data as described below), a time-based restricted stock unit (“RSU”) award with a grant date fair value of approximately $1,400,000, and a PSU award with a grant date fair value of approximately $1,400,000 forabove, as well as the role Mr. Hoffmann. The signing bonus was intended to compensate Mr. HoffmannTravis will perform for the annual bonus he expected to earn from his former employer for 2016Company, which was forfeited in order to join Dunkin’ Brands. To encourage Mr. Hoffmann to progress towards meeting the Company’s stock ownership guidelines for executives and to align his interests with those of our shareholders, the Compensation Committee incentivized Mr. Hoffmann to convert a portion of his signing bonus into RSUs, which are subject to vesting on the schedule described below, bywill entail providing him with an additional 25% of RSU value for each dollar of signing bonus that he chose to convert. Mr. Hoffmann elected to convert $450,000 of the cash value of the signing bonus into $562,500 of RSU value at the time of his hiring, with the remaining $650,000 in value to be paid in cash in March 2017 at the time the Annual Plan payments were being made. In structuring the equity awards, the Compensation Committee considered the intrinsic value and the form of equity awards Mr. Hoffmann was forfeiting and provided him with a value through new equity awards that it believed was faircontinued support to the Company in excess of what would be expected of a typicalNon-Executive Chairman, including acting as a liaison to certain of our international joint ventures and yet attractive enough for Mr. Hoffmann to consider leaving his prior employer.serving as a representative of the Company in certain government affairs activities, both at a national and state level.

Both RSU awards granted to Mr. HoffmannThis compensation arrangement will vest in equal installments onbe reviewed annually, with the first three anniversariesreview occurring in May of his hire date, subject to his continued employment by Dunkin’ Brands through the applicable vesting date. The PSU award will vest three years from his hire date subject to the level of achievement of a three-year target for global adjusted operating income growth and will generally be subject to his continued employment through the end of the performance period.

The Compensation Committee also approved certain payments and benefits to Mr. Hoffmann due to the fact that he was living overseas and had to relocate him and his family to the U.S. in connection with becoming employed by the Company. In addition to reimbursing costs associated with relocating him and his family to the United States and up to three family visits, and providing for tax preparation and support for tax years impacted by his overseas assignment with his prior employer, the Compensation Committee also approved certain living expense-related payments to help ease the financial burden associated with Mr. Hoffmann’s family remaining overseas while he is no longer working there, together with agross-up for related taxes.2020.

Other Named Executive Officers

The compensation for our other threefour named executive officers who were employed at the end of fiscal 2018 was determined by the Compensation Committee based upon the recommendationsrecommendation of our Chief Executive Officer (Mr. Hoffmann or Mr. Travis, depending on when the recommendation was made) and the other factors described below.

Mr. Travis’ These recommendations were based on hisan evaluation of each individual’s performance during the year. When making its determinations, the Compensation Committee also considered compensation data from the peer group provided by the Compensation Committee’s independent consultant, internal pay relationships based on relative duties and responsibilities, the individual’s future advancement potential, and his or her impact on Dunkin’ Brands’ results. The Compensation Committee also considered the need to retain certain executives in light of the competitive hiring market.

In 2016,2018, approximately 71%64% of the average total direct compensation paid or granted, as applicable, to our other named executive officers (other than Mr. Hoffmann)who were employed at the end of fiscal 2018 was tied to Company performance, with 53%51% of the total attributable to long-term equity incentives as shown below.

Note: In order to more accurately represent the annual compensation of our named executive officers, the graphic above excludes the compensation of Mr. Hoffmann,Travis, who was hired effective October 3, 2016 and was provided with a signing bonus and equity awards upon hire that were intendedtransitioned from Chief Executive Officer to compensate him for the bonus and equity value he forfeit upon leaving his former employer. We consider these compensation arrangements to be specific to Mr. Hoffmann’s hiring. All of his compensation earned as an employee of Dunkin’ Brands in fiscal year 2016 is included in the Summary Compensation Table.Executive Chairman on July  11, 2018.

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2016 Total Direct Compensation (TDC) - NEO Average

Elements of named executive officer compensation

Base salary

We pay our named executive officers a base salary to provide them with a fixed, base level of compensation. The base salaries of our named executive officers are reviewed periodically by our Chief Executive Officer (except with respect to his own base salary) and are approved by the Compensation Committee. They are intended to be competitive in light of the level and scope of the executive’s position and responsibilities. Decisions regarding base salary increases may take into account the named executive officer’s current cash compensation, equity awards, and the amounts paid to individuals in comparable positions as determined

through an analysis of our peer group and/or published data from independent third-party compensation survey providers. No formulaic base salary increases are provided to our named executive officers, in line with our strategy of offering total compensation that is cost-effective, competitive and primarily based on the achievement of performance objectives.performance-based.

In 2016,March 2018, the Compensation Committee determineddecided to maintain base salary levels for Messrs. Hoffmann, Travis, Weisman and Twohig.Emmett. The increasesincrease in Messrs. Carbone and Mitchell’sMs. Jaspon’s base salary were based onwas determined after reviewing a peer group analysis performed by the Compensation Committee’s independent consultant that showed that theher base salary for each was below the median for members ofchief financial officers at companies within our peer group. Mr. Murphy’s base salary was increased in January 2018 in connection with his promotion to Chief Operating Officer, Dunkin’ U.S. after reviewing this same peer group data. In July, Mr. Hoffmann’s base salary was increased in connection with his promotion to Chief Executive Officer, as described above.

The table below shows the salaries for our named executive officers as determined by the Compensation Committee:

Short-term incentive plan

In addition to receiving base salaries, executives participateEach of our named executive officers participates in the Annual Plan. We believe that annual incentives should be based upon actual performance against specific, measurable business objectives. Each year, the Compensation Committee reviews and establishes the performance metrics that will be used under the Annual Plan to help ensure that the program design appropriately motivates our executive officers to achieve important financial and operational goals. For 2016, in order to enhance our ability to deduct amounts paid under the Annual Plan as “performance based compensation” for purposes of Section 162(m) of the Internal Revenue Code, the Compensation Committee established a maximum pool for annual awards (the “Maximum Pool”) under the Annual Plan. The Maximum Pool

was determined based on the attainment of a global adjusted operating income goal. The maximum payout opportunity for Mr. Travis was set at 0.7% of global adjusted operating income, and the maximum payout opportunity was set at 0.35% of global adjusted operating income for Messrs. Carbone, Twohig and Mitchell, but, in each case, not more than the maximum award amount permitted under the Annual Plan. Notwithstanding the determination of the maximum payout opportunity with respect to each named executive officer (other than Mr. Hoffmann) based on the Maximum Pool, the Compensation Committee determined the amounts actually earned by such named executive officers consistent with the Annual Plan design for employees generally and as further described below.

For fiscal 2016,2018, the Compensation Committee continued to use global adjusted operating income as the performance metric that would be used to determine the actual funding levels under the Annual Plan. The use of global adjusted operating income as the performance metric under the Annual Plan provides a link between the compensation payable to our

executives and the value we create for our shareholders. Global adjusted operating income is also a key metric used by us and by our shareholders to evaluate our business performance. Global adjusted operating income is anon-GAAP financial measure. An explanation of how we calculate this measure is contained in our Annual Report onForm 10-K for the fiscal year ended December 31, 2016,29, 2018, filed with the Securities and Exchange Commission.SEC.

The Compensation Committee set the global adjusted operating income target for fiscal 20162018 at a level it believed was both challenging and achievable. By establishing a target that is challenging, the Compensation Committee believes that the performance of our employees, and therefore our performance, is maximized. By setting a target that is also achievable, the Compensation Committee believes that employees will remain motivated to perform at the high level required to achieve the target.

The level of potential funding under the Annual Plan for fiscal 20162018 ranged from 0% to 225%200% of target based on our performance relative to the global adjusted operating income target, with a threshold funding level established by the Compensation Committee based on the minimum level of global adjusted operating income performance required for any level of funding under the Annual Plan.target.

Once our global adjusted operating income performance is determined after the close of the fiscal year, the actual funding level for bonuses that may be paid under the Annual Plan is established. This amount is then allocated to participants in the plan based on their individual bonus opportunities and the achievement of relevant financial or operational business goals such as revenue, comparable store sales and net development (i.e., the number of new store openings minus the number of store closings). These specific goals are chosen due to their impact on our profitability. These goals are arranged into three categories: Primary, Secondary and Personal. Primary business goals are key financial or operational goals that most directly influence ourin-year financial results.results, namely Dunkin’ U.S. comparable store sales, Dunkin’ U.S. transaction growth and revenue. These goals comprise 50% of the Annual Plan payout at target. Secondary business goals, weighted at 25% of the Annual Plan payout at target, are shared among all executives in order to encourage cross-functional collaboration.goals that affect future year revenue, such as net development. Personal goals, weighted at 25% of the Annual Plan payout at target, are measurable operational or business goals that relate directly to the duties and responsibilities of the individual executive. Performance against each goal category is measured separately. In 2016, the Compensation Committee approved a change in the Annual Plan goal structure, both weighting and targets, to more appropriately reward the achievement of key business goals that drive the overall results of the Company, namely Dunkin’ Donuts U.S. comparable store sales and net development. The goals are now weighted as follows: Primary (50% from 35% in 2015), Secondary (25% from 30%) and Personal (25% from 35%). This weighting allows each set of goals to be taken into account in a meaningful way, while placing more weight on the achievement of the Company performance metrics that most directly drive overall

results. During the year, regular communication takes place within the Company to ensure that all executives are aware of progress against their goals.

In 2016,2018, the Primary and Secondary business goals under the Annual Plan for Messrs. Hoffmann, Travis, CarboneWeisman, Emmett and TwohigMurphy, and Ms. Jaspon were as follows.

In 2016, Mr. Mitchell’s Primary business goals under the Annual Plan were related to his International business unit responsibilities. He shared the same Secondary business goal with the other

Our named executive officers. Hisofficers’ Personal goals for 2018 were as follows:

Mr. Hoffmann was not eligible to participate in the Annual Plan in 2016 due to the timing of his employment with Dunkin’ Brands and the fact that his signing bonus was intended to replace the 2016 annual bonus he forfeited by leaving his prior employer.

Our named executive officers’ Personal goals for 2016 were as follows:

The achievement of Personal goals under the Annual Plan is reviewed after the close of the relevant fiscal year and is taken into account by the Compensation Committee in determining annual bonuses on a discretionary basis.as it deems appropriate in its discretion. Personal goals are initially deemed achieved at a level determined by multiplying the adjusted global operating income-based funding level (expressed as a percentage) multiplied by 25%, with the actual amount earned in respect of the Personal goal portion of the annual bonus determined by the Compensation Committee after reviewing each named executive officer’s level of achievement against his or her goals during the fiscal year.

At the conclusion of the fiscal year, global adjusted operating income results are determined by our finance department based on our audited financial results. These results are presented to the Compensation Committee for consideration and approval. After the Maximum Pool is determined, theThe Compensation Committee retains the discretion to adjust (upwards or downwards) the global adjusted operating income results for purposes of determining the actual funding levels under the Annual Plan to take into account the occurrence of extraordinary events affecting global adjusted operating income performance. In addition, in setting the global adjusted operating income threshold, target and maximum goals and determining our achievement of such goals,

the Compensation Committee may exclude certain revenues and expenses related to our business as it deems appropriate. In 2016, for all purposes other than determining the Maximum Pool,2018, the Compensation Committee decidedapproved a positive adjustment to exclude

certain expenses related to the engagement of a management consulting firm hired to assist the Company in developing the Company’s long-term strategic plan, as well as expenses related to the search and recruitment of Mr. Hoffmann, in determining our global adjusted operating income performanceof $4.6 million to $439.2 million for Annual Plan funding purposes. In both cases, theseThis adjustment was made in consideration of extraordinary expenses which amountedand revenue losses associated with the Dunkin’ U.S. “Blueprint for Growth”, including theone-time purchase of espresso and brewing equipment for franchisees and legal expenses associated with changes to approximately $5.7 million in total, were considerable and were not foreseen when the global adjusted operating income target was established for the year.Dunkin’ trademark.

After the Compensation Committee determines the bonus pool under the Annual Plan based on the level of achievement of global adjusted operating income, as adjusted as described above and below, our Chief Executive Officer then makes recommendations to the Compensation Committee regarding amounts payable to each named executive officer (other than himself) under the Annual Plan based on performance against his or her respective Primary, Secondary and Personal goals. The Compensation Committee makes all determinations with respect to Mr. Travis’sour Chief Executive Officer’s bonus and determines the actual amounts that are paid to the other named executive officers.

Short-term incentive awards

AfterIn conjunction with his promotion to Chief Executive Officer, and after considering the executive compensation analysis performed in 20152018 by Pearl Meyer as described below under “Competitive market data and use of compensation consultants”, the Compensation Committee determined that anto increase in the target bonus opportunity for Mr. Mitchell in 2016 should be implementedHoffmann under the Annual Plan to remain competitive with our peers. ThePlan. Except for Mr. Hoffmann, the target bonus opportunities of our other named executive officers remained unchanged in 2016.2018. The threshold, target and maximum opportunities (as a percentage of base salary and as described more fully below)salary) established under the Annual Plan and payable to each named executive officer ifbased on plan funding and achievement relative to the 2016 global adjusted operating income target resulted in a fully funded plan and, if applicable, the named executive officer achieved each of hisversus an individual’s Primary, Secondary and Personal goals (as more fully described below) were:

Full funding (100% of target funding) for the 20162018 Annual Plan was contingent on achievement of our global adjusted operating income target of $437.3$442.0 million. The funding threshold level (25%(50% of target funding) was contingent on achievement of 90%95% of the global adjusted operating income target, meaning that if global adjusted operating income performance achievement fell below $393.6$419.9 million, no funding would be achieved under the Annual Plan and no payments would be made.made under it. The maximum funding level for the

Annual Plan (225%(200% of target funding) was contingent on the achievement of 110%107.5% of the global adjusted operating income target, or achievement of $481.0$475.2 million of global adjusted operating income.

Below is a comparison of 20152017 and 20162018 global adjusted operating income performance achievement levels:levels. To ensure appropriate comparison with 2018, 2017 adjusted operating income performance has been restated under new GAAP accounting standards implemented in 2018:

Our 20162018 global adjusted operating income performance was $436.6$439.2 million, or 99.8%99.6% of our adjusted operating income target. After the exclusion by the Compensation Committeetarget of the extraordinary expenses described above, our global adjusted operating income performance for Annual Plan funding purposes was $442.3 million (“Annual Plan Global Adjusted Operating Income”).$442.0 million. This translated to a funding level of 110%92.5% of target in accordance with the funding schedule set forth in the Annual Plan and as illustrated below.

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Global Adjusted Operating Income Performance vs. Target- 2015 vs. 2016

With the pool determined, our Chief Executive Officer recommended to the Compensation Committee amounts to be paid to each named executive officer (other than himself)himself and Mr. Travis) under the Annual Plan based on performance against each individual’s Primary, Secondary and Personal goals. The determination of the amount that each individual (other than Mr. Hoffmann, as noted above) received that was based upon achievement of the Primary and Secondary business goals was formulaic, as shown in the table below. The determination of the amount that each individual received that was based on the achievement of Personal goals was based on the Compensation Committee’s assessment (after consideration of the Chief Executive Officer’s recommendation) of the individual’s performance against his or her Personal goals. When assessing the amount of the bonus that each executive was entitled to earn, the

Compensation Committee applied the same principles to our Chief Executive Officer as it did to the other named executive officers (other than Mr. Hoffmann).officers.

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Annual Plan Funding Annual Plan Global Adjusted Operating Income ($M)

For 2016, based upon a review of the Personal goals of each named executive officer, our Chief Executive Officer recommended to the Compensation Committee and the Compensation Committee determined that Mr. Carbone receive a discretionary increase to the amount of his award under the Annual Plan to reflect his superior performance and contribution to the success of the Company and Mr. Carbone’s leadership responsibilities with respect to (i) the successful launch and continued growth of the Company’s retail branded products, (ii) the development of the Dunkin’ Donuts U.S.6-part strategic growth plan, and (iii) the excellent work performed by our information technology team (led by Mr. Carbone) to develop mobile technology to promote greater engagement with our consumers and drive results. Mr. Travis also recommended that Mr. Twohig receive a reduction in the amount of the bonus that would otherwise have been paid to him assuming that his Personal goals had been satisfied in full and the Compensation Committee determined that Mr. Twohig earned 95% of his Personal goals. The Compensation Committee determined that Mr. Travis should also receive a discretionary increase to his award on the basis of his outstanding performance relative to his Personal goals and in recognition of the value that was delivered for shareholders in 2016. The table below lists the payouts to each named executive officer as a percentage of eligible base salary earnings and as a percentage of his target award.