UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 9, 2009

 

DineEquity, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-15283

 

95-3038279

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

450 North Brand, Glendale, California

 

91203

(Address of Principal Executive Offices)

 

(Zip Code)

 

(818) 240-6055

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The following disclosure is made pursuant to Item 5.02(d):

 

On July 9, 2009, the Board of Directors of the Registrant appointed Daniel J. Brestle a director, bringing the total number of board members to eleven. Mr. Brestle is an independent director and will also serve on the Board’s Compensation Committee.

 

Mr. Brestle most recently served as vice chairman and president of Estee Lauder Companies Inc. North America, a position he retired from in June 2009 after spending more than 30 years in leadership positions within the Lauder organization and its family of brands. During his tenure, he held numerous positions including chief operating officer and group president of the Company’s high growth specialty brands. Prior to these positions, he was president of the Estee Lauder Clinique and Prescriptives brands. Prior to Estee Lauder, Mr. Brestle held various positions of increasing responsibility in distribution, manufacturing and operations at Johnson & Johnson.

 

Mr. Brestle will be entitled to the compensation we offer our other non-employee directors, including an annual director’s fee of $50,000, an annual fee of $7,500 for service on the Compensation Committee and periodic grants of stock options and/or restricted stock under the Registrant's 2005 Stock Incentive Plan for Non-Employee Directors.  The annual fees for the first year will be prorated from the date of appointment. Mr. Brestle will also receive a grant of 5,000 shares of restricted stock upon joining the Board.

 

There are no arrangements or understandings pursuant to which Mr. Brestle was selected as a director of the Registrant.  There are no related party transactions between the Registrant and Mr. Brestle.

 

A copy of the press release announcing Mr. Brestle’s appointment is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release of Registrant dated July 9, 2009, re Appointment of Daniel J. Brestle to its Board of Directors

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 15, 2009

 

DineEquity, Inc.

 

 

 

 

 

By:

/s/ JOHN F. TIERNEY

 

 

 

Name: John F. Tierney

 

 

 

Title: Chief Financial Officer
          (Principal Financial Officer)

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press release of Registrant dated July 9, 2009, re Appointment of Daniel J. Brestle to its Board of Directors

 

 

4


Exhibit 99.1

 

 

News Release

 

Investor Contact

Stacy Roughan

Director, Investor Relations

DineEquity, Inc.

818-637-3632

 

DineEquity, Inc. Appoints Dan Brestle to its Board of Directors

 

GLENDALE, Calif., July 9, 2009 — DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar and IHOP Restaurants, today announced the appointment of Mr. Daniel J. Brestle to the Company’s Board of Directors, effective immediately.  He will also serve on the Board’s Compensation Committee and is an independent director.  Today’s appointment brings the total number of DineEquity Board members to eleven.

 

Mr. Brestle most recently served as vice chairman and president of Estee Lauder Companies Inc. North America, a position he retired from in June 2009 after spending more than 30 years in leadership positions within the Lauder organization and its family of brands.  During his tenure, he held numerous positions including chief operating officer and group president of the Company’s high growth specialty brands.  Prior to these positions, he was president of the Estee Lauder Clinique and Prescriptives brands.  Prior to Estee Lauder, Mr. Brestle held various positions of increasing responsibility in distribution, manufacturing and operations at Johnson & Johnson, as well served in the United States Air Force.  He holds a Bachelor of Science from Villanova University.

 

Julia A. Stewart, DineEquity’s chairman and chief executive officer, said, “We are pleased to welcome Dan to DineEquity’s board of directors. His breadth of consumer retail, marketing and operations experience will be a valuable addition as we navigate the current economic environment and execute our strategic agenda for the Applebee’s and IHOP businesses.”

 

About DineEquity, Inc.

 

Based in Glendale, California, DineEquity, Inc., through its subsidiaries, franchises and operates restaurants under the Applebee’s Neighborhood Grill & Bar and IHOP brands.  With approximately 3,400 restaurants combined, DineEquity is the largest full-service restaurant company in the world.  For more information on DineEquity, visit the Company’s Web site located at www.dineequity.com.

 

Forward-Looking Statements

 

There are forward-looking statements contained in this news release. They use such words as “may,” “will,” “expect,” “believe,” “plan,” or other similar terminology, and include statements regarding the strategic and financial benefits of the acquisition of Applebee’s International, Inc., expectations regarding integration and cost savings, and other financial guidance. These statements involve known and unknown risks, uncertainties and other factors, which may cause

 

 

DineEquity, Inc.

 

450 North Brand Blvd., 7th floor

 

Glendale, California 91203-4415

 

866.995.DINE

 



 

the actual results to be materially different than those expressed or implied in such statements. These factors include, but are not limited to: the implementation of the Company’s strategic growth plan; the availability of suitable locations and terms for the sites designated for development; the ability of franchise developers to fulfill their commitments to build new restaurants in the numbers and time frames covered by their development agreements; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; risks associated with executing the Company’s strategic plan for Applebee’s; risks associated with the Company’s incurrence of significant indebtedness to finance the acquisition of Applebee’s; the failure to realize the synergies and other perceived advantages resulting from the acquisition; costs and potential litigation associated with the acquisition; the ability to retain key personnel after the acquisition; conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies; acts of war or terrorism; availability and cost of materials and labor; cost and availability of capital; competition; continuing acceptance of the IHOP and Applebee’s brands and concepts by guests and franchisees; the Company’s overall marketing, operational and financial performance; economic and political conditions; adoption of new, or changes in, accounting policies and practices; and other factors discussed from time to time in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission, especially the “Risk Factors” sections of Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. In addition, the Company disclaims any intent or obligation to update these forward-looking statements.

 

2