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) May 11, 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)
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 May 12, 2005, at the Annual Meeting of Stockholders of Applebee's
International, Inc. (the "Company"), the stockholders approved amendments to the
Company's Amended and Restated 1995 Equity Incentive Plan (the "1995 Plan") and
the Company's Employee Stock Purchase Plan (the "Purchase Plan"). The amendment
to the 1995 Plan increased the number of shares of common stock available under
the 1995 Plan by 4,000,000, so that a total of 19,900,000 shares are available
for grant under the 1995 Plan.
The amendment to the Purchase Plan increased the number of shares of
common stock available to be purchased under the Purchase Plan by 500,000, so
that a total of 1,850,000 shares are available under the Purchase Plan.
(b) On May 11, 2005, the Executive Compensation Committee of the
Company approved a policy for use of the Company airplane by the Chief Executive
Officer and a policy for use of the Company airplane by Senior Team members
other than the Chief Executive Officer.
The policy for the Chief Executive Officer provides that he may use the
Company airplane for reasonable personal use at his discretion. All use must be
documented, including indicating passengers and other pertinent information
regarding the use. The value of the use to the Chief Executive Officer must be
grossed up for taxes to appropriate state and federal rates. The taxable benefit
to the Chief Executive Officer is based on the applicable and approved SIFL
rate.
Personal use of the Company aircraft by Senior Team members is allowed
up to a maximum of five hours of travel per calendar year. All personal use must
be authorized by the Chief Executive Officer in advance. The CEO may authorize
additional use for emergencies. Documentation, value of the trip and tax
requirements are the same as the Chief Executive Officer policy. The Executive
Compensation Committee must review a summary of personal use for senior
executives each year.
The Chief Executive Officer policy and the policy for Senior Team
members are filed as exhibits to this Form 8-K and incorporated herein by
reference.
(c) On May 11, 2005, the Corporate Governance/Nominating Committee of
the Company approved an increase in the annual retainer to be paid to the Audit
Committee Chair and the Chair of the sub-committee of the Executive Compensation
Committee from $10,000 to $15,000.
Item 9.01. Financial Statements and Exhibits.
(d) EXHIBITS.
10.1 CEO Use of the Company Airplane Policy
10.2 Personal Use of Corporate Aircraft for Senior Team
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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: May 16, 2005
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Steven K. Lumpkin
Steven K. Lumpkin
Executive Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit Number Description
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10.1 CEO Use of the Company Airplane Policy
10.2 Personal Use of Corporate Aircraft for Senior Team
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