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, 2020

Dear Fellow Shareholder:

WeOn behalf of the Board of Directors, we cordially invite you to attend our 20172020 Annual Meeting of Shareholders on Wednesday, May 10, 2017,13, 2020, at 10:00 a.m. (local time), to be held at the Boston Marriott Quincy, 1000 Marriott Drive, Quincy, Massachusetts 02169.

The proxy statement accompanying this letter describes the 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.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.

Dunkin’ Brands is monitoring the continuing impact of the coronavirus outbreak(COVID-19). The health and well-being of our employees and stockholders are paramount. As part of our precautions regardingCOVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details how to participate will be available on the investor page on our website.

On March 27, 2017,April 2, 2020, 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 20172020 Annual Meeting of Shareholders and our 20162019 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 20172020 Annual Meeting of Shareholders.

On March 27, 2017,April 2, 2020, 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 20172020 Annual Meeting of Shareholders. You may alternatively present a brokerage statement showing proof of your ownership of Dunkin’ Brands stock as of March 16, 2017.19, 2020, the record date for the meeting.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.13th. 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, 201713, 2020

The 20172020 Annual Meeting of Shareholders of Dunkin’ Brands Group, Inc. (the “Company”) will be held at the Boston Marriott Quincy, 1000 Marriott Drive, Quincy, Massachusetts 02169 on Wednesday, May 10, 2017,13, 2020, 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, 201719, 2020 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, 2017,19, 2020 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 20162020 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 20172020 Annual Meeting of Shareholders. You may alternatively present a brokerage statement showing proof of your ownership of Dunkin’ Brands stock as of March 16, 2017.19, 2020.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, 2020

TABLE OF CONTENTS

Dunkin’ Brands Group, Inc.

ANNUAL MEETING OF SHAREHOLDERS

May  10, 201713, 2020

PROXY STATEMENT

The Board of Directors of Dunkin’ Brands Group, Inc., or Dunkin’ Brands, is soliciting your proxy for the 20172020 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,internet, using the procedures and instructions described on the Notice of Internet Availability of Proxy Materials (the “Notice”) that you received.received or a voting instruction card from your bank, broker or other nominee for the Annual Meeting. If you received a paper copy of these proxy materials, included with such copy is a proxy card, or awhich also contains instructions for voting instruction card from your bank, broker or other nominee foron the Annual Meeting.internet. In addition to voting on the Internet,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 Internetinternet 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,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, 201719, 2020 are entitled to vote at the meeting. Each of the 92,066,31682,082,473 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, 201628, 2019 (fiscal 2016)2019) 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, 2017:13, 2020: 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, 2016.28, 2019. The proxy statement and our fiscal 2016 annual report2019 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 2020 (Class III), four Directors with terms expiring in 2021 (Class I) and three Directors with terms expiring in 2022 (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, three Class III Director nominees will stand for election to a three-year term expiring at the 2023 Annual Meeting. The persons named in the enclosed proxy will vote to elect Linda Boff, Irene Chang Britt, and Michael Hines 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 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. Two of 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 2023 (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 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until his or her earlier death, resignation, or removal. Ms. Chang Britt and Mr. Hines were previously elected to the board by shareholders. Ms. Boff was appointed by the Board of Directors in May 2017.

Your Board of Directors recommends that you vote FOR the election

of each of the nominees as director.

Linda Boff, 58

Director since 2017

Ms. Boff serves as Chief Marketing and Communications Officer, Vice President, Learning & Development, and President of the GE Foundation for General Electric Company (“GE”), leading all communications, marketing, brand, content and digital initiatives for the company, as well as GE’s extensive 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 is a past Chair of The Ad Council. Ms. Boff brings significant marketing and technology expertise to the Board.

Irene Chang Britt, 57

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 Amica Senior Lifestyles Inc., 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.

Michael Hines, 64

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.

Directors with Terms Expiring in 2021 (Class I Directors)

David Hoffmann, 52

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 areas of responsibility, including Senior Vice President and Restaurant Support Officer for APMEA, Vice President of Strategy, Insights and Development for APMEA and 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, 61

Director since 2006

Until May 2018, Mr. Nunnelly served as Special Advisor to the Governor and Secretary of the Executive Office of Technology Services and Security for the Commonwealth of Massachusetts. 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, 65

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 and 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 September 2008, and the Chief Executive Officer of Arby’s Restaurant Group, Inc., a restaurant owner, operator and franchisor, from April 2006 to July 2011. Mr. Smith currently serves as Chairman of the Board of 24 Hour Fitness USA, Inc. and Big Jack Holdings Corp. 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, 52

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.

Directors with Terms Expiring in 2022 (Class II Directors)

Raul Alvarez, 64

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, 57

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, 70

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 from July 2018 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., Advance Auto Parts, Inc. and Abercrombie & Fitch Co. Mr. Travis has informed Office Depot that he will not stand forre-election at that company’s 2020 annual meeting of shareholders. 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.

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 5 meetings in fiscal 2016.2019. During fiscal 2016,2019, 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 2016,2019, 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 2016:2019:

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, NASDAQNasdaq 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 NASDAQNasdaq 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 NASDAQNasdaq 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 committee

Corporate 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 NASDAQNasdaq 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,reviews 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, subjectprogress and associated risks and opportunities related 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.Company’s sustainability initiatives.

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

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.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.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 2019.

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. 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,W. 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 since 2009 and has significant prior experience with franchised businessesof Dunkin’ Brands in the quick service restaurant and retail industries. Given Mr. Travis’ extensive experience and deep knowledge of our company and our industry,July 2018. At that time, the Board believes that combiningdetermined to separate the Chairman androle from the Chief Executive Officer positions is currently the most effective leadership structure for Dunkin’ Brands. As Chief Executive Officer,role. Mr. Travis is intimately involved in theserved as Executive Chairman until December 31, 2018 and since January 1, 2019 has continued his service asday-to-dayNon-Executive operations of our company and is best positionedChairman. Mr. Raul Alvarez continues to serve as lead the Board in setting the strategic focus and direction for our company.independent director. As Lead Independent Director,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. TheAt this time, the Board believes that the combinationseparation 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.Voting. In February 2020, our Board amended and restated our bylaws to provide for majority voting in uncontested elections of directors. In uncontested elections, our amended and restated bylaws require that directors be elected only if the number of votes which are cast “for” his or her election exceed the number of votes “against” his or her election. Our Corporate Governance Guidelines provide that, in an uncontested election of directors, any nominee forincumbent director who receives a greater number of votes “withheld” from“against” 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 2016,2019, 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.

Corporate Social Responsibility. At Dunkin’ Brands, we believe that being a socially responsible company is good business. We strive to be recognized as a company that responsibly serves our guests, franchisees, employees, communities, business partners and the interests of our planet. Our commitment to corporate social responsibility is defined by four priorities:

Dunkin’ Brands’ Corporate Social Responsibility (CSR) reports, available on our website atwww.dunkinbrands.com/responsibility,provide an overview of our CSR goals and progress since 2010. We are reporting on atwo-year cycle and our next CSR Report will be published in the spring of 2017.

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 2019, our management team had approximately 250 interactions with analysts and investors, including meetings, industry conferences, restaurant tours and governance-focused events.

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.

SUSTAINABILITY & CORPORATE SOCIAL RESPONSIBILITY

At Dunkin’ Brands, we believe that being a socially responsible company is good business. We set sustainability goals as we strive to make continuous progress in the areas of responsible sourcing, sustainable packaging, energy efficiency, waste reduction, animal welfare, nutrition and other issues, and we made important progress toward those goals in 2019. Sustainability is a journey and we are committed to continued progress under our three pillars:Sustainable Food,Sustainable Restaurants andSustainable Communities.

Sustainable Coffee. In 2018, Dunkin’ U.S. and NDCP, the franchisee-owned purchasing and distribution cooperative, became a leading funder of World Coffee Research, anon-profit dedicated to coffee sustainability and farmer profitability. We expect that the Dunkin’ system will donate approximately$2 million dollarsthrough 2022.

Improving Menu Quality and Providing Choice.As of December 2018, both Dunkin’ and Baskin-Robbins had eliminated artificial dyes from nearly all items on their menu.In addition,we are committed to increasing vegan and vegetarian offerings on both the Dunkin’ and Baskin-Robbins menus. Highlights from 2019 include:

Sustainable Palm Oil:As a member of the Roundtable on Sustainable Palm Oil (RSPO) and founding member of the North American Sustainable Palm Oil Network (NASPON), we continue to participate in efforts to advance sustainable palm oil sourcing. At the end of 2019 we published our annual progress report indicating that in 2018,98% of palm oil purchased through NDCP was RSPO certified compared to 82% in 2017.⁴ We are currently working to verify our certified palm oil for our international markets and expect to have these results in our 2020 Progress Report.

Internationally, as of the end of 2019 all of our licensees had committed to buying sustainable palm oil. They developed palm oil sourcing guidelines and an action plan for implementation. Additionally, in 2018 our key suppliers for most of Europe switched to using only segregated palm oil. We are in the process of assessing our volume of palm oil purchased internationally in support of our global goal of sourcing 100% sustainably certified direct-purchased palm oil.

Dairy Sustainability

Dunkin’ and Baskin-Robbins intend to join the Dairy Sustainability Alliance^®, a multi-stakeholder group consisting of representatives from across the dairy value chain, committed to leading in sustainability and furthering the dairy community’s social responsibility goals.

Animal Welfare.As of December 2018, 100% of the chicken offered in Dunkin’ restaurants has been raised antibiotic-free following the USDA guidelines for No Antibiotics Ever. We are committed to source 100% of the eggs for the Dunkin’ U.S. menu from cage-free sources by 2025. We currently source approximately 11% of the eggs for our U.S. breakfast sandwiches

from cage-free sources. In 2015, we committed to source gestation crate-free pork by the end of 2022. We issued our first progress report in December 2018. Since we announced our animal welfare commitments, we have been working with our U.S. based suppliers to track industry efforts as well as progress within our own supply chain.

Sustainable Packaging.Dunkin’ plans to eliminate all polystyrene foam cups from its global supply chain by the middle of 2020. Our elimination of foam is expected to remove approximately1 billion foam cups annually from the waste stream.

Sustainable Building:As of the end of February 2020, we haveover 500 Dunkin’ U.S. DD Green Achievement restaurants surpassing our goal of 500 by the end of 2020. Our DD Green Achievement restaurants are performing better than anticipated,reducing energy use by approximately 33% compared to a conventional Dunkin’ restaurant.

In January 2018, we opened our first Next Generation concept store in Quincy, MA which features a new modern design and innovative technologies throughout. Modern design elements include the first drive-thru exclusively for mobile ordering, fully integrated digital kiosks, new crew attire designed by Life is Good^®, and a tap system serving cold beverages such as coffees, iced teas, cold brew coffee and nitrogen-infused cold brew coffee. Our new Next Generation stores are designed to meet DD Green Achievement specificationsand to be at least 25% more energy efficientcompared to our previous restaurant design.

Energy and Climate.As part of our commitment to reduce our environmental impact, we continue to work with consultants to measure our energy and GHG (Greenhouse Gas) emissions footprint for our corporate headquarters and Dunkin’ Brands University. Our external consultants monitor our energy and Scope 1, 2 and 3 emissions for our corporate holdings. In 2019, we saw a 60% reduction in GHG emissions compared to a 2013 baseline. As part of that reduction, our corporate facilities saw a 50% decrease and our corporate fleet saw a 26% decrease in GHG emissions

Supplier Code of Conduct.Our Supplier Code of Conduct defines the minimum standards we require any approved supplier or vendor to abide by in order to do business with the Dunkin’ Brands system. The code constitutes the minimum required of our suppliers and is based on core International Labor Organization (ILO) conventions and the UN Guiding Principles on Business and Human Rights (UNGPs). Failure to comply with this Code will be sufficient cause for Dunkin’ Brands to immediately require corrective action or to revoke a supplier’s approval status.

Dunkin’ Joy in Childhood Foundation.As part of our commitment to our local communities, the Dunkin’ Joy in Childhood Foundation has made $25 million in grants since 2006 to bring joy to kids battling hunger or illness and help improve the lives of children and families in our neighborhoods.

Dunkin’ Brands Sustainability reports, available on our website atwww.dunkinbrands.com/responsibility, provide an overview of our sustainability goals and progress since 2010. Our most recent Sustainability report was published in July 2019 and is available on our website. The 2019-2020 Sustainability report will be published on our website in 2021.

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 a level of compensation to ournon-employee directors that is at the median of our peer group used for executive compensation purposes. Under ournon-employee director compensation program, each member of our Board 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, each Committee chair and each member of our three standing Board committees, receives an additional cash retainer. The annual cash retainer program for 2019 was structured as follows(pro-rated for years of partial service):

In addition, the Board may approve additional compensation for ournon-employee directors in recognition of significant time and additional responsibilities undertaken by a director, as it did for Mr. Alvarez during our 2019 fiscal year, as described below.

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 other than in connection with an annual meeting). In May 2019, informed by the updated competitive analysis from Pearl Meyer which showed that the compensation paid to ournon-employee directors was below the median of our peer group used for executive compensation purposes, the Compensation Committee recommended and the Board approved an increase in the grant date fair market value of these RSU grants from approximately $110,000 to approximately $120,000. RSUs granted to ournon-employee directors 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 2019, Messrs. Alvarez, DiNovi, Hines, Nunnelly and Sparks and Mss. Boff and Chang Britt elected to defer cash and/or RSUs 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. 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 is also eligible to receive the annual grant of RSUs, as described above. Other than this annual retainer and equity grant, Mr. Travis receives no other compensation in respect of his service as a director. Pursuant to their terms, any equity awards held by Mr. Travis as of January 1, 2019 continue to vest based on his service as a director.

In determining Mr. Travis’ compensation, the Compensation Committee took into consideration peer group data as described above, as well as the role Mr. Travis performs for the Company, which entails providing support to the Company in excess of what is expected of a typicalNon-Executive Chairman. For example, Mr. Travis serves as a representative for the Company in certain government affairs activities at a national and state level, including direct participation in meetings with members of Congress, as well as regulatory agencies including the Small Business Administration.

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

Special Cash Retainer for Mr. Alvarez

In 2019, Mr. Alvarez agreed to assist the Company in advancing our interests with our Baskin-Robbins joint venture in Japan. Mr. Alvarez devoted significant additional time, including business trips to Japan, to represent our interests, as well as extensivein-person and telephonic coaching and guidance to our Japan-based senior leadership.

In recognition of the additional time devoted by Mr. Alvarez on this project, which is in excess of what would be expected of a typical Lead Director, the Compensation Committee recommended, and the Board approved an additional director fee of $110,000 for Mr. Alvarez for 2019. The Company also reimbursed him for expenses incurred in traveling to Japan.

The Company has asked Mr. Alvarez to continue to assist the Company in this manner for at least the first half of 2020. Any compensation decisions with respect to Mr. Alvarez’s additional time and duties in 2020 will be made in 2020.

Director Compensation for 2019

The following table sets forth information concerning the compensation awarded to, earned by or paid to ournon-employee directors during our 2019 fiscal year. Directors who are employees of the Company do not receive any fees for their service as directors. Mr. Hoffmann’s compensation for 2019 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 2019, each of ournon-employee directors have met the director ownership guidelines within the required timeframe.

Equity Compensation Plan Information

Securities authorized for issuance under our equity compensation plans

Stock Ownership Information

The following table sets forth information regarding the beneficial ownership of our common stock as of the record date, March 16, 201719, 2020 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)(3)

The information regarding The Vanguard Group (“Vanguard”) is based solely on information included in Amendment No. 36 to its Schedule 13G filed by Vanguard with the SEC on February 9, 2017,12, 2020, which reflects sole voting power as to 53,48347,214 shares, shared voting power as to 10,39911,959 shares, sole dispositive power as to 6,785,6317,521,357 shares, and shared dispositive power as to 59,28248,782 shares. Vanguard reported its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)(4)

The information regarding BlackRock, Inc.T. Rowe Price Associates (“BlackRock”T. Rowe”) is based solely on information included in Amendment No. 13 to its Schedule 13G filed by BlackRockT. Rowe with the SEC on January 23, 2017,February 14, 2020, which reflects sole voting power as to 6,463,6082,291,073 shares and sole dispositive power as to 6,816,737 shares, and shared voting and dispositive power as to 17,5596,848,297 shares. BlackRock reportedT. Rowe reports its address as 55 East 52nd100 E. Pratt Street, New York, New York 10055.Baltimore, Maryland 21202.

(6)(5)

The information regarding MeritageJanus Henderson Group LPPLC (“Meritage”Janus”) is based solely on information included in Amendment No. 13 to its Schedule 13G filed by MeritageJanus with the SEC on February 13, 2017, filed jointly with MWG GP LLC (“MWG”) and Meritage Fund LLC (“Meritage Fund”),2020, 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 reports5,917,775 shares. Janus reported its address as 201 Bishopsgate EC2M 3AE, United Kingdom.

(6)	Mr. Clare’s employment with the address of Meritage, MWG and Meritage Fund as One Ferry Building, Suite 375, San Francisco, California 94111.company ended on March 13, 2020.

(7)	Mr. Weisman’s employment with the company ended on December 1, 2019.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

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 33 of this Proxy Statement describes our executive compensation program and the compensation of our named executive officers for fiscal 2019. 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.

The Board will continue to ask shareholders to cast anon-binding, advisory vote on the compensation paid to our named executive officers every year until the next shareholder vote on the frequency of such advisory vote, which is currently expected to be held no later than the 2024 Annual Meeting of Shareholders.

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 20162019 are:

OverviewSummary overview of compensation and fiscal 20162019 performance

Our compensation strategy focuses on providing a total compensation package that will attract and retain high-caliber executive officers and employees, incentivizeprovide incentives for 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. The unfoldingCOVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of named executive officers as we go forward.

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 20162019 annual meeting of shareholders, approximately 89%99% of the votes cast on our “say on pay” proposal were in favor of the compensation of our named executive officers. The Compensation Committee considered this positive support for our compensation practices and continued to make its compensation-related decisions in fiscal 2019 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 2016,2019, our management team methad approximately 250 interactions with representatives at many of our top institutional shareholders representing an aggregate of approximately 50% of our outstanding shares.analysts and investors, including meetings, industry conferences, restaurant tours and governance-focused events.

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 2016,2019, the regular annual 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 vest in equal annual installments over four years and performance stock units (“PSUs”) that vest after three years based on the achievement ofpre-determined performance targets. Mr. Mann was granted an additional equity award in the form of RSUs in connection with his hire.

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, and the special taxgross-up for living expenses for Mr. Hoffmann that he negotiated for in connection with his hiring.employees.

Stock Ownership Requirements -We Our Stock Ownership Guidelines 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 unit 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 unitsunit awards 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 ParachutesParachutes” -” - 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 2019 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 assessing2019, while also making significant progress to transform our competitive position and shaping a long-term strategic plan that will best positiontwo beloved brands around 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. world.

Financial and operational highlights of our fiscal 20162019 performance include the following¹:following:

transactions by members of the program accounted for more than 11% of Dunkin’ Donuts total U.S. transactions. In June, we also launched theOn-the-Go ordering platform nationwide. In addition, we successfully launched the Baskin-Robbins mobile app in August.Exchange Commission (SEC) on February 24, 2020.

While driving successful 2016 results, our named executive officers also kept a focus on the long term. While we ended the year within our guidance range, we were not satisfied with the Dunkin’ Donuts U.S. comparable store sales performance and do not believe that we have yet unleashed the full potential of Dunkin’ Donuts in the U.S. To improve our comparable store sales performance and with the goal of getting back to positive transaction growth, management designed, based on considerable consumer research, and began executing against a new6-part strategic growth plan, with the support of our franchisees. The plan is focused on (i) further building our coffee culture by more aggressively pursuing coffee innovation, (ii) improving our innovation process in enhancing core product quality and accelerating our ability to take new products to market, (iii) implementing targeted value and smart pricing, (iv) leading in the use of digital technology, including growing ourbest-in-class loyalty program, mobile ordering and delivery, (v) continuing to improve our restaurant experience, and (vi) driving Dunkin’ branded consumer packaged goods into new channels. This plan is designed for the long-term, to drive comparable store sales and traffic for Dunkin’ Donuts U.S. and to protect and grow the long-term health and relevancy of the brand.

Fiscal 20162019 compensation

Compensation of our Chairman and Chief Executive Officer

Consistent with our executive compensation principlesphilosophy described above, after considering his performance and the effective date of his last salary increase (July 11, 2018) and assessing market competitiveness, the Compensation Committee, with advice from its independent consultant, set Mr. Travis’sHoffmann’s salary and short- and long-term incentive compensation for fiscal 20162019 as follows:

Compensation of our other Named Executive Officers

Hiring of Mr. HoffmannMann

Effective October 3, 2016,March 11, 2019, the Company hired David Hoffmann asMann to the position of Senior Vice President Dunkin’ Donuts U.S. and Canada. Mr. Hoffmann was hired to replace Paul Twohig who is retiring in March 2017. Chief Legal Officer.

In determining Mr. Hoffmann’s compensation, Mr. Travis and the Compensation Committee took into consideration the value and structure of Mr. Hoffmann’s compensation arrangementsconnection 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, inthis 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.

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

Mr. Travis recommended, and the Compensation Committee approved, with advice from its independent compensation consultant based on compensation survey data and considering the compensation he earned at his former

employer, Mr. Hoffmann’sMann’s base salary and short- and long-term incentive compensation under his employment offer letter as follows:

Promotion of Mr. Murphy

Effective December 1, 2019, the Company promoted Scott Murphy to the position of President, Dunkin’ Americas.

In connection with this promotion, Mr. Hoffmann recommended, and the Compensation Committee approved, with advice from its independent compensation consultant after a PSUreview of peer group data, Mr. Murphy’s base salary and short- and long-term incentive compensation as follows:

The compensation for our other three named executive officers who were employed at the end of fiscal 2019 was determined by the Compensation Committee based upon the recommendationsrecommendation of Mr. TravisHoffmann 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 2016,2019, approximately 71%67% 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 2019 was tied to Company performance, with 53%approximately 44% of the total attributable to long-term equity incentives as shown below.

Note: the graphic above excludes the compensation of Mr. Hoffmann, who was hired effective October 3, 2016 and was provided with a signing bonus and equity awards upon hire that were intended 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.

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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 the

Compensation Committee, and they 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 2019, the Compensation Committee determineddecided to maintain base salary levels for Messrs. TravisHoffmann and Twohig.Weisman. 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.

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 incentivesincentive awards should be based upon actual performance against specific, measurable business objectives. EachAt the beginning of each fiscal 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 underAfter the Annual Plan as “performance based compensation” for purposes of Section 162(m) of the Internal Revenue Code,fiscal year ends, 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 determineddetermines the amounts actually earned by suchthe named executive officers based on performance achieved and consistent with the Annual Plan designhow bonuses are determined for employees generally, and as further described below.

For fiscal 2016,2019, the Compensation Committee approved a change to the design of the Annual Plan to increase the focus and ‘line of sight’ placed on Company-wide and business unit results and to reduce the portion of the bonus that had been tied to individual performance

goals. The revised plan, which increased the emphasis of corporate results while retaining business unit ‘line of sight’, continued to use global adjusted operating income as the performance metric that would be used to determine the actualwhether funding levelswould occur 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, 2016,28, 2019, filed with the Securities and Exchange Commission.SEC.

The Compensation Committee set the global adjusted operating income target for fiscal 20162019 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, iswill be 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 20162019 ranged from 0% to 225%190% of target based on our performance relative to the global adjusted operating income target, with a threshold funding levelas well as the other performance metrics 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.plan as described.

Once our global adjusted operating income performance is determined after the close of the fiscal year, if our performance exceeds the actual funding level forthreshold of 95% of targeted global adjusted operating income, the Annual Plan is funded and individual bonuses that mayto be paid under the Annual Plan is established. This amount is then allocated to participants in the planare determined based on our performance relative to the achievement of relevant financial or operational business goals suchfor the respective business units of each named executive officer or for our business as a whole for certain executive officers. These goals include, for example, revenue, comparable store sales and net development (i.e., the number of new store openings minus the number of store closings). These specific goalssystem-wide sales from franchised restaurants opened during fiscal 2019 and are chosen due tobecause of 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. Secondary business goals are shared among all executives in order to encourage cross-functional collaboration. Personal goals are measurable operational or business goalsresults, namely global adjusted operating income, U.S. comparable store sales, U.S. transaction growth and global revenue. Each goal carries a certain weighting based on the relevance of that relate directlygoal 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 goalThis 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 2016,2019, the Primary and Secondary business goals under the Annual Plan for Messrs. Travis, CarboneHoffmann, Mann, and TwohigClare and Ms. Jaspon were as follows.

In 2016, Mr. Mitchell’s Primary business2019, the goals under the Annual Plan for Messrs. Murphy and Weisman were related to his International business unit responsibilities. He shared the same Secondary business goal with the otheras follows.

Our named executive officers. Hisofficers’ personal goals for 2019 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 Personalpersonal 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%10%, with the actual amount earned in respect of the Personalpersonal 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 levelslevel 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,2019, the Compensation Committee decided to exclude