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) December 7, 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 (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 December 7, 2005, the Executive Compensation Committee of the Board
of Directors of Applebee's International, Inc. (the "Company") approved a form
agreement to be used for future grants of Stock Appreciation Rights under the
Company's Amended and Restated 1995 Equity Incentive Plan (the "Plan") to the
Company's officer participants in the Plan.
The form Stock Appreciation Right Agreement approved by the Committee
is attached as Exhibit 10.1 hereto and incorporated herein by reference.
(b) On December 7, 2005, the Executive Compensation Committee approved the
criteria pursuant to which cash bonuses will be paid to the Chief Executive
Officer and the next four most highly compensated executive officers of the
Company for fiscal 2006 under the Company's 2001 Senior Executive Bonus Plan and
1999 Management and Executive Incentive Plan. The Committee has not approved
individual bonus eligibility amounts or percentages. The officers are eligible
to receive bonuses if certain qualitative and quantitative individual and
Company performance criteria are achieved during fiscal 2006. These criteria
include earnings per share and other operating targets, which the Company does
not publish because doing so would disclose confidential business information.
(c) On December 8, 2005, the Board of Directors approved, pursuant to
Section 9.1(a) of the Plan, the amount and mix of cash and equity compensation
to be paid to the Company's nonemployee directors for their services to the
Company in 2006. This compensation remained the same as in 2005. The total
annual compensation is valued at $171,000, based on providing overall
compensation in the range of the 75th percentile of nonemployee director
compensation paid by a selected peer group of public companies. Each nonemployee
director will receive $35,000 in cash as an annual retainer. Pursuant to
Section 9.1(c) of the Plan, a director may elect to receive all or a portion of
this retainer in stock options. The remaining $136,000 in value of annual
compensation will be paid in a combination of stock options and restricted
stock.
Item 9.01. Financial Statements and Exhibits.
(c) EXHIBITS
10.1 Form of Stock Appreciation Right 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: December 13, 2005
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