-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RwnOLV2GsZcTG3DWgDssn37oDtJUcd0/l2CMJX+MB2XezidmK8BrZ4EXsuPT8r/n INbdgkuSgI9TIkvNShyPqg== 0001179110-10-003536.txt : 20100223 0001179110-10-003536.hdr.sgml : 20100223 20100223191009 ACCESSION NUMBER: 0001179110-10-003536 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100220 FILED AS OF DATE: 20100223 DATE AS OF CHANGE: 20100223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CELIO RICHARD C CENTRAL INDEX KEY: 0001258293 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15283 FILM NUMBER: 10627880 MAIL ADDRESS: STREET 1: 450 NORTH BRAND BLVD 7TH FL CITY: GLENDALE STATE: CA ZIP: 91203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DineEquity, Inc CENTRAL INDEX KEY: 0000049754 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 953038279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 450 N BRAND BLVD 3RD FLR CITY: GLENDALE STATE: CA ZIP: 91203-1903 BUSINESS PHONE: 818-240-6055 MAIL ADDRESS: STREET 1: 450 N. BRAND BLVD, 7TH FLOOR CITY: GLENADALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: IHOP CORP DATE OF NAME CHANGE: 19940204 4 1 edgar.xml FORM 4 - X0303 4 2010-02-20 0 0000049754 DineEquity, Inc DIN 0001258293 CELIO RICHARD C 450 N. BRAND BOULEVARD - FLR 7 GLENDALE CA 91203 0 1 0 0 Chief Restaurant Support Offic Common Stock 2010-02-20 4 F 0 1964 28.08 D 22086 D Common Stock 2010-02-22 4 M 0 2206 0 A 24292 D Common Stock 2010-02-22 4 A 0 3500 0 A 27792 D Common Stock 3285 I See Footnote Performance Shares 2010-02-22 4 M 0 2000 D Common Stock 2000 0 D Option 28.21 2010-02-22 4 A 0 14000 0 A 2020-02-22 Common Stock 14000 14000 D These shares were withheld by the Issuer to satisfy the tax withholding obligations of the reporting person with respect to the vesting on February 20, 2010 of 5,000 shares of restricted stock held by the reporting person. The reporting person was previously awarded performance shares under the 2001 Stock Incentive Plan. The grant agreement provided that the award would vest for a percentage (0% to 150%) of the performance shares awarded based, in part, upon the Issuer's total shareholder return compared to the total shareholder return of a selected peer group and, in part, on the Issuer's generation of aggregate net cash flow from operations, as compared to pre-determined targets. If the target level of 100% were achieved, the reporting person would vest in 2,000 shares of the Issuer's common stock. On February 22, 2010, the compensation committee of the board of directors of the Issuer determined that the reporting person earned 2,206 shares pursuant to the award. Represents shares of restricted stock that vest in full on February 22, 2013. Granted as compensation for services. These shares are held in the DineEquity, Inc. 401(k) plan. The option vests in three equal annual installments beginning on February 22, 2011. Exhibit 24 - Power of Attorney. /s/ Rebecca Tilden as attorney-in-fact for Richard C. Celio 2010-02-23 EX-24 2 ex24celio.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Rebecca Tilden the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of DineEquity, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18 day of February, 2010. /s/ Richard C. Celio Signature Richard C. Celio -----END PRIVACY-ENHANCED MESSAGE-----