DineEquity,Inc. (NYSE:DIN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of New Principal Officer

On August10, 2017, DineEquity, Inc. (the “Corporation”) announced that Stephen P. Joyce, age 57, has been appointed as the Chief Executive Officer of the Corporation, effective September12, 2017.

Mr.Joyce has served on the Corporation’s Board of Directors since February 2012. He has served as president and chief executive officer of Choice Hotels International,Inc., a publicly-traded hospitality franchisor, since 2008, where he has also been a director since 2008. Previously, Mr.Joyce was with Marriott International,Inc., where he served as executive vice president, global development/owner and franchise services, in addition to holding other leadership positions.

Per the terms of Mr.Joyce’s Employment Agreement with the Corporation, he will receive a compensation package consisting of the following: (1)an annual base salary of $1,000,000; (2) participation in the Corporation’s annual incentive plan for 2018 through 2020 with a target payout of 50% of base salary; (3)a one-time cash sign-on bonus of $750,000; and (4)a commuting allowance of $125,000 per year and a temporary housing allowance of $125,000 per year. In addition, Mr.Joyce will receive a one-time grant of 75,000 time-based restricted stock units, 350,000 performance- and time-based stock options and 175,000 performance- and time-based restricted stock units. The time-based restricted stock units will cliff vest on February1, 2021 assuming Mr.Joyce remains continuously employed by the Corporation through such date. The performance- and time-based equity awards will cliff vest on February1, 2021 based on Mr.Joyce’s achievement of certain price targets for the Corporation’s common stock and assuming Mr.Joyce remains continuously employed by the Corporation through such vesting date. Mr.Joyce will also be entitled to participate in standard health and benefits plans and other perquisites that may be extended generally to the most senior executive officers of the Corporation. Mr.Joyce’s Employment Agreement provides for certain cash payments to be made to Mr.Joyce in connection with qualifying terminations, including a cash payment at a multiple of 3x base salary and annual bonus for a termination in connection with a change in control and 2x base salary and annual bonus for other qualifying terminations. Additionally, in connection with a qualifying termination, Mr.Joyce’s equity awards are subject to accelerated vesting in full or based on length of time served and/or achievement of certain stock price targets, depending on the circumstances of termination.

Mr.Joyce will remain a member of the Board of Directors, but will no longer serve on the Compensation Committee, effective September12, 2017. Mr.Joyce will not receive any additional compensation for his service on the Board of Directors.

(d) Departure of Principal Officer

In connection with Mr.Joyce’s appointment above, Richard J. Dahl, the Corporation’s Chairman of the Board of Directors and Interim Chief Executive Officer, will resign as Interim Chief Executive Officer, effective September12, 2017. Mr.Dahl will continue to serve as Chairman of the Board of Directors.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August9, 2017, the Board of Directors approved amendments to the Amended Bylaws of the Corporation, effective September12, 2017, to separate the roles of Chairman of the Board of Directors and Chief Executive Officer of the Corporation and to require that the Chairman of the Board of Directors be selected from the independent members of the Board of Directors.

Section5 of Article III of the Amended Bylaws now provides that the Board of Directors shall elect a Chairman of the Board of Directors from the independent members of the Board of Directors and sets forth the powers of the Chairman of the Board of Directors. Section4 of Article IV was removed to reflect that the Chairman of the Board of Directors will no longer be the Chief Executive Officer nor will it be an officer position. Various changes to Section1 of Article IV were revised to account for the above changes.

The description of the amendments to the Amended Bylaws above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, attached as Exhibit 3.2 to this Report and incorporated herein by reference.

The Corporation issued a press release announcing the appointment of Mr.Joyce and the amendment to the Amended Bylaws. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

(d) Exhibits.

DineEquity, Inc Exhibit
EX-3.2 2 d434004dex32.htm EX-3.2 EX-3.2 Exhibit 3.2 AMENDED BYLAWS OF DINEEQUITY,…
To view the full exhibit click here

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.