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): February 23, 2009
DineEquity, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-15283 |
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95-3038279 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
450 North Brand, Glendale, California |
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91203 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(818) 240-6055
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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(c):
On February 23, 2009, the Registrant announced the appointment of John Jack F. Tierney to the position of chief financial officer, effective immediately.
Mr. Tierney, 56, most recently served as CFO of The Dial Corporation, a $1.5 billion laundry, home care, beauty and personal care products business. Mr. Tierney joined Dial in 1999, and during his tenure at Dial, also held responsibilities for product supply and information technology. For the past three decades Mr. Tierney served in a variety of senior finance roles including chief financial officer, controller and chief accounting officer for both domestic and international companies. Prior to Dial, Mr. Tierney served as chief financial officer at both Global Passenger Services and Brother Industries. Earlier in his career, he served in Controller positions at Perdue Farms and Nestle USA and Treasury positions at Reuters and Gulf Oil. Following Chevrons acquisition of Gulf Oil, Mr. Tierney helped successfully managed Chevrons $13 billion debt portfolio.
Mr. Tierney has no family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.
The following is a brief summary of the terms of Mr. Tierneys employment:
Salary. Mr. Tierney will receive an annual salary of $400,000. Mr. Tierneys salary is subject to modification during Mr. Tierneys employment in accordance with the Companys practices, policies and procedures and Mr. Tierneys performance. Mr. Tierney will participate in the Companys Executive Incentive Plan (the Plan) with a target bonus of 75% of his base salary. Mr. Tierney is eligible for a full year bonus starting for the 2009 plan year, as outlined in the Plan, based on the Companys and Mr. Tierneys performance.
Restricted Stock Mr. Tierney will receive a restricted stock grant of 20,000 shares, which will have a three-year cliff vest from the date of grant. Thereafter, Mr. Tierney will be eligible for annual restricted stock grants as determined by the Companys Board of Directors and governed by the applicable plan.
Stock Options Mr. Tierney will receive a stock option grant of 80,000 shares, which will have a three-year ratable vesting from the date of grant. Thereafter, Mr. Tierney will be eligible for annual stock option grants as determined by the Companys Board of Directors and governed by the applicable plan.
Sign-on Bonus Mr. Tierney will receive a sign-on bonus of $100,000, subject to repayment in full if Mr. Tierney voluntarily terminates his employment prior to the anniversary of his start date.
Other Benefits. Mr. Tierney will be entitled to participate in the Companys vacation, health, dental, life, retirement plans, and other benefits, as well as the Companys deferred compensation arrangements and enhanced life and long term disability insurance benefits provided to executives. The Company will cover all the costs for one complete physical exam for Mr. Tierney each year. Mr. Tierney will receive a car allowance of $850 per month plus reimbursement of all automobile expenses such as gasoline, maintenance, insurance, and vehicle registration. Mr. Tierney will also receive relocation benefits associated with the sale of his current residence, the purchase of a new home and the relocation of household goods, along with eight months of temporary housing.
A copy of the press release announcing Mr. Tierneys 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 |
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Description |
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99.1 |
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Press release of Registrant dated February 23, 2009, re appointment of John Jack F. Tierney to the position of chief financial officer |
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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: February 27, 2009 |
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DineEquity, Inc. |
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By: |
/s/ MARK D. WEISBERGER |
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Name: Mark D. Weisberger |
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Title: Vice President - Legal, |
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EXHIBIT INDEX
Exhibit No. |
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Description |
99.1 |
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Press release of Registrant dated February 23, 2009, re appointment of John Jack F. Tierney to the position of chief financial officer |
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Exhibit 99.1
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News Release |
Investor Contact |
Stacy Roughan |
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Director, Investor Relations |
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DineEquity, Inc. |
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818-637-3632 |
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Media Contact |
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Lucy Neugart |
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Sard Verbinnen & Co. |
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415-618-8750 |
DineEquity, Inc. Appoints Jack Tierney Chief Financial Officer
GLENDALE, Calif., February 23, 2009 DineEquity, Inc. (NYSE: DIN), the parent company of Applebees Neighborhood Grill & Bar and IHOP Restaurants, today announced the appointment of John Jack F. Tierney to the position of chief financial officer, effective today. Interim chief financial officer Greggory Kalvin will resume his prior role as vice president, corporate controller.
Mr. Tierney, a Certified Public Accountant, has for the past three decades served in a variety of senior finance roles including chief financial officer, controller and chief accounting officer for both domestic and international companies. He most recently served as CFO of The Dial Corporation, a $1.5 billion laundry, home care, beauty and personal care products business. During his tenure at Dial, Mr. Tierney also held responsibilities for product supply and information technology. He joined Dial in 1999 prior to its acquisition by Henkel KGaA.
Prior to Dial, Mr. Tierney served as chief financial officer at both Global Passenger Services and Brother Industries. Earlier in his career, he served in Controller positions at Perdue Farms and Nestle USA and Treasury positions at Reuters and Gulf Oil. Following Chevrons acquisition of Gulf Oil, Mr. Tierney helped successfully managed Chevrons $13 billion debt portfolio. Mr. Tierney has a BBA and an MBA from Temple University.
Julia A. Stewart, DineEquitys chairman and chief executive officer, said, The Board and I are pleased that we have been able to attract a CFO candidate with Jacks qualifications and believe his extensive experience across several industries will benefit the Company and its shareholders in the years ahead. Jack brings with him a deep understanding of the capital markets and years of hands on experience in nearly every aspect of corporate finance. These strengths represent a tremendous asset for DineEquity as we successfully execute our strategic agendas for Applebees and IHOP.
I am excited to join DineEquity at such a pivotal time and believe there is a tremendous opportunity to deliver solid results for our shareholders, employees and franchisees, said Jack Tierney. With prudent management of the balance sheet and debt position, and continued execution of the strategic plan, I am confident that DineEquity can not only manage through this challenging economic environment, but come out of it a stronger Company.
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DineEquity, Inc. |
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450 North Brand Blvd., 7th Floor |
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Glendale, California 91203-4415 |
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866.995.DINE |
About DineEquity, Inc.
Based in Glendale, California, DineEquity, Inc., through its subsidiaries, franchises and operates restaurants under the Applebees 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 Companys 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 Applebees 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 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 Companys 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 Companys strategic plan for Applebees; risks associated with the Companys incurrence of significant indebtedness to finance the acquisition of Applebees; 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 Companys control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Companys customers or food supplies; or acts of war or terrorism; availability and cost of materials and labor; cost and availability of capital; competition; continuing acceptance of the IHOP, International House of Pancakes and Applebees brands and concepts by guests and franchisees; the Companys 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 Companys 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.
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