-----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, QIpjA7wTEUZDL7tKBNqVzdCqGKbFT559J1wP6EAMCu36IpjbFsOCeo8qu21OJdcI cOkInH+KH2laZTKODH0ZUA== 0000853665-05-000033.txt : 20050223 0000853665-05-000033.hdr.sgml : 20050223 20050223103329 ACCESSION NUMBER: 0000853665-05-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050215 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLEBEES INTERNATIONAL INC CENTRAL INDEX KEY: 0000853665 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 431461763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17962 FILM NUMBER: 05633122 BUSINESS ADDRESS: STREET 1: 4551 W 107TH ST STE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66207 BUSINESS PHONE: 9139674000 MAIL ADDRESS: STREET 1: 4551 W 107TH STREET STREET 2: SUITE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66207 8-K 1 aii2005cashbonus8k.txt 8K FOR CASH BONUS 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, 2005 -------------------------------- Applebee's International, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-17962 43-1461763 ------------------------------ ------------ ----------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 4551 W. 107th Street, Overland Park, Kansas 66207 ------------------------------------------------------------------------------- (Address of principal executive offices and zip code) (913) 967-4000 ---------------------------------------------------- (Registrant's telephone number, including area code) None ------------------------------------------------------------- (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, 2005, the Executive Compensation Committee of Applebee's International, Inc. (the "Company") approved the fiscal 2004 cash bonuses to be paid to the Chief Executive Officer and the next four most highly compensated executive officers of the Company (the "Named Executive Officers") under the Company's existing cash bonus plans. The amounts to be paid are as follows: Lloyd Hill, CEO - $554,500; Dave Goebel, President and COO - $271,200; Steve Lumpkin, CFO - $280,300; John Cywinski, Chief Marketing Officer - $201,300; and Lou Kaucic, Chief People Officer - $155,400. The Committee also approved cash payments under a three-year performance share cycle earned for 2004. Cash amounts awarded were as follows: Mr. Hill - $370,882; Mr. Lumpkin - $123,618; Mr. Cywinski - $98,900; and Mr. Kaucic - $123,618. Mr. Goebel was not eligible for this performance share cycle. (b) On February 15, 2005, the Executive Compensation Committee of the Company approved the fiscal 2005 base salary, cash bonus potential and other incentive compensation for the Named Executive Officers as follows:
- --------------------- ------------------- ------------------------------- --------------------- ---------------------- Stock Option Grants Restricted Stock Name Base Salary Cash Bonus Potential (1) Grants (2) - --------------------- ------------------- ------------------------------- --------------------- ---------------------- Lloyd Hill $800,000 up to 125% of base salary 141,000 27,000 Dave Goebel $460,000 up to 100% of base salary 87,000 17,000 Steve Lumpkin $415,000 up to 85% of base salary 56,500 10,500 John Cywinski $405,000 up to 70% of base salary 53,500 10,500 Lou Kaucic $320,000 up to 65% of base salary 42,500 8,350 (1) Granted pursuant to the Company's Amended and Restated 1995 Equity Incentive Plan. The stock options will be granted in equal quarterly installments during fiscal 2005 beginning March 1, 2005 and all options will vest 3 years from the date of the first grant in March, 2005. (2) Granted effective March 1, 2005, pursuant to the Company's Amended and Restated 1995 Equity Incentive Plan. The restricted stock is subject to a three-year restriction period from its date of grant.
Mr. Hill, Mr. Lumpkin and Mr. Kaucic have written employment agreements with the Company that are filed as exhibits with the Company's appropriate periodic filing under the Securities Exchange Act of 1934. Their base salary, cash bonus and incentive compensation is set each year by the Executive Compensation Committee. They may participate in the Company's FlexPerx program, Executive Retirement Plan and Executive Health Plan and other benefit programs provided to employees generally, based on each plan's eligibility requirements. The FlexPerx program, Executive Retirement Plan and Executive Health Plan are also filed as exhibits with the Company's appropriate periodic filing under the Securities Exchange Act of 1934. Mr. Goebel and Mr. Cywinski do not have written employment agreements with the Company. Their base salary, cash bonus and other incentive compensation is set each year by the Executive Compensation Committee. They may participate in the Company's FlexPerx program, Executive Retirement Plan, Executive Health Plan and other benefit programs provided to employees generally, based on each plan's eligibility requirements. Mr. Goebel and Mr. Cywinski have both entered into the Company's standard forms of Change in Control and Non-Compete Agreement, which have been filed as exhibits with the Company's appropriate periodic filings under the Securities Exchange Act of 1934. 2 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 23, 2005 APPLEBEE'S INTERNATIONAL, INC. By: /s/ Steven K. Lumpkin ---------------------------------------- Steven K. Lumpkin Executive Vice President and Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----