UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 11, 2017
DineEquity, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-15283 | 95-3038279 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) | ||
| 450 North Brand Boulevard, Glendale, California | 91203-2306 | |||
| (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 (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director
On January 11, 2017, the Board of Directors of DineEquity, Inc. (the “Corporation”), acting pursuant to the authority granted to it by the Corporation’s Amended Bylaws, increased the size of the Board of Directors from 10 to 11 directors. Also on January 11, 2017, the Board of Directors appointed Lilian Tomovich as a director of the Corporation, effective as of January 11, 2017. Ms. Tomovich is an independent director who will serve as a Class III director with a term expiring at the Corporation’s 2018 annual meeting of stockholders. At the present time, Ms. Tomovich has not been assigned to any committees of the Board of Directors.
Ms. Tomovich has served as the Chief Experience Officer and Chief Marketing Officer for MGM Resorts International, a global hospitality company, since July 2014. Ms. Tomovich served as the Senior Vice President, US Consumer Marketing for MasterCard Worldwide, a global payments solutions company, from 2013 to 2014 and was the country head of Marketing for Canada from 2010 to 2013.
Ms. Tomovich will participate in the Corporation’s standard non-employee director compensation arrangements under which she will receive an annual board retainer of $70,000, additional annual committee retainers for serving on committees of the Board of Directors and an annual equity award targeted at $105,000 in value. In connection with her appointment to the Board of Directors, Ms. Tomovich will also receive an initial equity award targeted at $105,000 that will cliff vest in full three years from the date of grant and settle in shares of common stock.
There are no transactions between Ms. Tomovich (or any member of her immediate family) and the Corporation (or any of its subsidiaries), and there is no arrangement or understanding between Ms. Tomovich and any other persons or entities pursuant to which Ms. Tomovich was appointed as a director of the Corporation.
The Corporation issued a press release announcing the appointment of Ms. Tomovich to the Board of Directors. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description | |
| 99.1 |
Press Release Announcing appointment of new director dated January 11, 2017 |
SIGNATURES
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 thereunto duly authorized.
| Date: January 11, 2017 |
DINEEQUITY, INC. | |||||
| By: |
/s/ Bryan R. Adel | |||||
| Bryan R. Adel Senior Vice President, Legal, General | ||||||
Exhibit Index
|
Exhibit |
Description | |
| 99.1 |
Press Release Announcing appointment of new director dated January 11, 2017 |
Exhibit 99.1
DINEEQUITY, INC. APPOINTS LILIAN TOMOVICH TO BOARD OF DIRECTORS
GLENDALE, Calif., Jan11, 2017 – DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill + Bar® and IHOP® restaurants, today announced the appointment of Lilian Tomovich to the company’s board of directors, effective immediately. With the appointment of Tomovich, the board of directors increases its size from 10 to 11 directors. Tomovich is an independent director who will serve as a Class III director with a term expiring at the corporation’s 2018 annual meeting of stockholders.
“We are thrilled to welcome Lilian Tomovich to DineEquity’s board of directors,” said chairman and chief executive officer Julia Stewart. “She brings phenomenal energy, experience and skills in digital marketing, loyalty strategy and guest relationship management. Guests are at the heart of our business, and Lilli’s perspective will be invaluable as we find new ways to engage them one-to-one across new and existing channels, deepen guest relationships, and continuously evolve and improve the guest experience.”
An acclaimed 20-year marketing veteran, Lilian Tomovich serves as chief experience officer and chief marketing officer of MGM Resorts International. Widely known for her ability to build high-profile global brands in Canada and the United States, she oversees the company’s guest interactions across its marketing channels with the goal of improving the guest experience companywide. Tomovich is responsible for all of the company’s marketing functions, including: brand management, advertising, e-commerce, loyalty marketing, guest strategy, consumer insights and research, partnership and event marketing, social and digital media, and public relations. Prior to joining MGM Resorts, Tomovich worked for MasterCard Worldwide, where she held a variety of positions. Most recently, she served as senior vice president of consumer marketing for the United States market.
Tomovich earned her bachelor’s degree from Brock University in Ontario, Canada, and her Master of Business Administration from Wayne State University in Detroit.
About DineEquity, Inc.
Based in Glendale, California, DineEquity, Inc. (NYSE: DIN), through its subsidiaries, franchises and operates restaurants under the Applebee’s Neighborhood Grill + Bar and IHOP brands. With more than 3,700 restaurants combined in 18 countries and U.S. territories and over 400 franchisees, DineEquity is one of the largest full-service restaurant companies in the world. For more information on DineEquity, visit the company’s website www.dineequity.com.
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DineEquity, Inc.
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Contacts
Investor Contact
DineEquity, Inc.
Ken Diptee
Executive Director, Investor Relations
818-637-3629
Media Contact
DineEquity, Inc.
Patrick Lenow
Vice President, Communications
818-637-3122