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) February 15, 2006
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APPLEBEE'S INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-17962 43-1461763
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4551 W. 107th Street, Overland Park, Kansas 66207
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(Address of principal executive offices) (Zip Code)
(913) 967-4000
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(Registrant's telephone number, including area code)
Not applicable
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(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:
- 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 1.01. Entry into a Material Definitive Agreement.
(a) On February 15, 2006, the Executive Compensation Committee of Applebee's
International, Inc. (the "Company") approved the fiscal 2005 cash bonuses to be
paid to the Chief Executive Officer and the next five most highly compensated
senior executive officers of the Company (the "Senior Officers") under the
Company's existing cash bonus plans, based on the achievement of previously
identified targets. The amounts to be paid are as follows: Lloyd Hill, CEO - $0;
Dave Goebel, President and COO - $90,100; Steve Lumpkin, CFO - $115,300; John
Cywinski, Chief Marketing Officer - $34,000; Stan Sword, Chief People Officer -
$28,000; and Carin Stutz, Executive Vice President, Operations - $93,600. With
the exception of the Chief Executive Officer's bonus, all executive bonuses were
based on two weighted components: the Company's performance and the individual's
performance. The CEO's bonus was based solely on the Company's performance.
(b)On February 15, 2006, the Executive Compensation Committee of the Company
approved the fiscal 2006 base salary, cash bonus potential, based on achievement
of previously identified targets, and other incentive compensation for the
Senior Officers as follows:
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Stock Appreciation Restricted Stock(3)
Name Base Salary Cash Bonus Potential Rights(1)(2)
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Lloyd Hill $830,000 up to 125% of base salary 279,000 47,500
Dave Goebel $550,000 up to 100% of base salary 139,000 23,500
Steve Lumpkin $475,000 up to 85% of base salary 99,500 16,850
John Cywinski $413,100 up to 70% of base salary 54,000 10,000
Stan Sword $350,000 up to 65% of base salary 54,000 9,000
Carin Stutz $310,500 up to 65% of base salary 90,000 -
(1) Will be granted pursuant to the Company's Amended and Restated 1995 Equity
Incentive Plan (the "Plan"). Upon exercise, executives will receive the
number of shares of common stock equal to the appreciation in the fair
market value of the number of shares set forth above based on the
difference between the fair market value on the grant date and the fair
market value on the date of exercise. Only the number of shares of common
stock delivered as payment of such appreciation will count against the
shares available for issuance under the Plan. The stock appreciation rights
will be granted in equal quarterly installments during fiscal 2006, if the
executive continues in his or her position, beginning March 1, 2006 and
will vest 3 years from the date of the first grant in March, 2006. The form
Stock Appreciation Rights Agreement is attached as Exhibit 10.1 hereto.
(2) Executives may elect to receive additional stock appreciation rights in
exchange for restricted stock at a 4-to-1 ratio. Ms. Stutz made this
election.
(3) Will be granted effective March 1, 2006, pursuant to the Plan. The
restricted stock is subject to a three-year restriction period from the
date of grant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Stock Appreciation Rights Agreement
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 hereunto duly authorized.
Date: February 21, 2006
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Steven K. Lumpkin
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Steven K. Lumpkin
Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit
Number Description
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10.1 Form of Stock Appreciation Right Agreement