DineEquity, Inc. (NYSE:DIN) Files An 8-K Results of Operations and Financial Condition
Item2.02 Results of Operations and Financial Condition.
On February17, 2017, DineEquity, Inc., a Delaware corporation
(the Corporation), issued a press release announcing preliminary
(unaudited) fourth quarter 2016 and fiscal 2016 financial
results. A copy of the press release is attached hereto as
Exhibit 99.1, and is incorporated herein by reference.
The information contained in this Item 2.02, including the
related information set forth in the press release attached
hereto as Exhibit 99.1 and incorporated by reference herein, is
being furnished and shall not be deemed filed for the purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise. The information in this Item 2.02
shall not be incorporated by reference into any registration
statement or other document to the Securities Act of 1933, as
amended, or into any filing or other document to the Exchange
Act, except as otherwise expressly stated in any such filing.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February17, 2017, the Corporation also announced that Julia A.
Stewart, Chairman and Chief Executive Officer of the Corporation
and Interim President of the Applebees business unit, will resign
from the Corporation, effective March1, 2017. Ms.Stewart will
also resign from her role as a director of the Corporation,
effective March1, 2017.
The Corporation and Ms.Stewart have entered into a Separation
Agreement and General Release dated February16, 2017 (the
Separation Agreement). to the Separation Agreement and the
Supplemental Release contemplated thereby, in connection with
Ms.Stewarts departure from the Corporation, she will receive
severance payments and benefits consistent with her Employment
Agreement dated as of November1, 2008, an additional $500,000
less applicable taxes, withholdings and deductions required by
law, an additional 12 months (in addition to the 24 months
provided for in her Employment Agreement) to exercise any stock
options or stock appreciation rights held by Ms.Stewart and
reimbursement for reasonable attorneys fees incurred by
Ms.Stewart in connection with the Separation Agreement, up to a
maximum of $50,000. The foregoing description of the Separation
Agreement does not purport to be complete and is qualified in its
entirety by the full text of the Separation Agreement, a copy of
which is attached hereto as Exhibit 10.1, and is incorporated
herein by reference.
The Corporation also announced that, while the Board of Directors
conducts a search for a permanent replacement, Richard J. Dahl,
age 65, will serve as Chairman and Interim Chief Executive
Officer, effective March1, 2017. Mr.Dahl will continue to serve
on the Corporations Board of Directors as a class III director
with a term expiring at the Corporations 2018 annual meeting of
stockholders.
Mr.Dahl has served on the Corporations Board of Directors since
February 2004 and served as Lead Director since January 2010.
Mr.Dahl has over 35 years of experience in senior management of
public and private companies, including service as chairman,
president, chief executive officer, chief operating officer and
chief financial officer. Mr.Dahl has served as the chairman of
the board of directors of the James Campbell CompanyLLC, a
nationally diversified real estate company, since August 2010 and
previously served as the president and chief executive officer of
James Campbell Company LLC from August 2010 to December 2016. He
also serves on several boards of directors of public companies.
The terms of Mr.Dahls compensation as Chairman and Interim Chief
Executive Officer have not yet been finalized. The Corporation
will file an amendment to this Form 8-K once such terms have been
finalized.
In connection with the above, the Board of Directors, acting to
the authority granted to it by the Corporations Amended Bylaws,
decreased the size of the Board of Directors from 11 to 10
directors, effective March1, 2017.
A copy of the Corporations press release announcing the
resignation of Ms.Stewart and the appointment of Mr.Dahl is
attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number
Description
10.1
Separation Agreement and General Release, dated
February16, 2017, by and between DineEquity, Inc. and
Julia A. Stewart
99.1
Press Release issued by the Corporation on February17,
2017
3
About DineEquity, Inc. (NYSE:DIN)
DineEquity, Inc., together with its subsidiaries, owns and franchises the Applebee’s Neighborhood Grill & Bar (Applebee’s) concept in the bar and grill segment within the casual dining category of the restaurant industry, and owns, franchises and operates the International House of Pancakes (IHOP) concept in the family dining category of the restaurant industry. The Company operates through four segments: Franchise operations, Rental operations, Company restaurant operations and Financing operations. The Company has approximately 3,720 restaurants across both brands that are franchised. Each Applebee’s restaurant features food, alcoholic and non-alcoholic beverage items and table service. Applebee’s features a selection of modern American grill and bar fare, such as appetizers, sandwiches and burgers, beers and desserts. It also franchises, owns and operates restaurants in the family dining category of the restaurant industry under the name International House of Pancakes. DineEquity, Inc. (NYSE:DIN) Recent Trading Information
DineEquity, Inc. (NYSE:DIN) closed its last trading session down -6.41 at 60.14 with 1,458,507 shares trading hands.
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