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): March 1, 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.
On March 1, 2017, DineEquity, Inc., a Delaware corporation (the “Corporation”) announced that the Corporation has accepted the resignation of its Chief Financial Officer, Thomas W. Emrey, effective March 15, 2017. Mr. Emrey is leaving to accept a position as chief financial officer of a global infant products lifestyle brand.
The Corporation also announced that Greggory H. Kalvin, age 57, will serve as Interim Chief Financial Officer, effective March 15, 2017. Mr. Kalvin has served as the Corporation’s Senior Vice President, Corporate Controller since November 2009. Mr. Kalvin served as Vice President, Corporate Controller of the Corporation from July 2007 to November 2009 and Acting Chief Financial Officer of the Corporation from September 2008 to February 2009.
A copy of the Corporation’s press release announcing the resignation of Mr. Emrey and the appointment of Mr. Kalvin is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by the Corporation on March 1, 2017. | |
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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: March 1, 2017 | DINEEQUITY, INC. | |||||
| /s/ Bryan R. Adel | ||||||
| By: | Bryan R. Adel | |||||
| Senior Vice President, Legal, General Counsel and Secretary | ||||||
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Exhibit Index
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by the Corporation on March 1, 2017 | |
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Exhibit 99.1
| News Release | Investor Contact Ken Diptee Executive Director, Investor Relations DineEquity, Inc. 818-637-3632
Media Contact Patrick Lenow Vice President, Communications DineEquity, Inc. 818-637-3122 |
DineEquity, Inc. Announces Resignation of Chief Financial Officer
and Appointment of Interim Chief Financial Officer
GLENDALE, Calif., March 1, 2017 — DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar® and IHOP® restaurants, today announced that it has accepted the resignation of its Chief Financial Officer, Thomas W. Emrey, to be effective March 15, 2017. Mr. Emrey is leaving to accept the position of Chief Financial Officer at Munchkin, Inc., a leading global infant products lifestyle brand. Effective March 15, 2017, Greggory H. Kalvin, DineEquity’s Senior Vice President, Corporate Controller, will assume the role of interim CFO until a permanent successor to Mr. Emrey is named. A search for a permanent CFO has commenced.
Commenting on Mr. Emrey’s departure, Richard J. Dahl, Chairman and interim Chief Executive Officer of DineEquity, Inc. said, “On behalf of everyone at DineEquity and our board of directors, I would like to thank Tom for his many contributions during his tenure as CFO. Tom has been a valued member of the DineEquity executive team for more than 5 years. We wish him much success in his future endeavors.” Mr. Dahl added, “I am confident that Gregg Kalvin, our long-time controller, will do an excellent job.”
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 more than 3,700 restaurants combined in 18 countries and 3 U.S. territories and approximately 400 franchisees, DineEquity is one of the largest full-service restaurant companies in the world. For more information on DineEquity, visit the Company’s Web site located at www.dineequity.com.
DineEquity, Inc.
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Forward-Looking Statements
Statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. These factors include, but are not limited to: the effect of general economic conditions; the Company’s indebtedness; risk of future impairment charges; trading volatility and the price of the Company’s common stock; the Company’s results in any given period differing from guidance provided to the public; the highly competitive nature of the restaurant business; the Company’s business strategy failing to achieve anticipated results; risks associated with the restaurant industry; risks associated with locations of current and future restaurants; rising costs for food commodities and utilities; shortages or interruptions in the supply or delivery of food; ineffective marketing and guest relationship initiatives and use of social media; changing health or dietary preferences; our engagement in business in foreign markets; harm to our brands’ reputation; litigation; fourth-party claims with respect to intellectual property assets; environmental liability; liability relating to employees; failure to comply with applicable laws and regulations; failure to effectively implement restaurant development plans; our dependence upon our franchisees; concentration of Applebee’s franchised restaurants in a limited number of franchisees; credit risk from IHOP franchisees operating under our previous business model; termination or non-renewal of franchise agreements; franchisees breaching their franchise agreements; insolvency proceedings involving franchisees; changes in the number and quality of franchisees; inability of franchisees to fund capital expenditures; heavy dependence on information technology; the occurrence of cyber incidents or a deficiency in our cybersecurity; failure to execute on a business continuity plan; inability to attract and retain talented employees; risks associated with retail brand initiatives; failure of our internal controls; and other factors discussed from time to time in the Company’s Annual and Quarterly Reports on Forms 10-K and 10-Q and in the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this release are made as of the date hereof and the Company assumes no obligation to update or supplement any forward-looking statements.