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
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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 of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
4551 W. 107th Street, Overland Park, Kansas 66207
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(Address of principal executive offices and zip code)
(913) 967-4000
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(Registrant's telephone number, including area code)
None
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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, 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:
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Stock Option Grants Restricted Stock
Name Base Salary Cash Bonus Potential (1) Grants (2)
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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.
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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
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Steven K. Lumpkin
Executive Vice President and
Chief Financial Officer
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