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 17, 2011

 


 

DineEquity, Inc.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware

 

95-3038279

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

450 North Brand Boulevard, Glendale, California

 

91203-2306

(Address of principal executive offices)

 

(Zip Code)

 

(818) 240-6055

(Registrant’s telephone number, including area code)

 


 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

DineEquity, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 17, 2011.  The following matters set forth in our Proxy Statement dated April 13, 2011, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.

 

Proposal One:  Election of Three Class II Directors.

 

The nominees listed below were elected to serve as Class II directors for a three-year term with the respective votes set forth opposite their names:

 

 

 

For

 

Withheld

 

Broker Non-Vote

 

Michael S. Gordon

 

16,485,620

 

416,320

 

1,279,730

 

 

 

 

 

 

 

 

 

Larry A. Kay

 

16,489,005

 

412,935

 

1,279,730

 

 

 

 

 

 

 

 

 

Julia A. Stewart

 

16,413,310

 

488,630

 

1,279,730

 

 

The following directors continued in office after the Annual Meeting: H. Frederick Christie, Richard J. Dahl. Patrick W. Rose, Howard M. Berk, Daniel J. Brestle, Caroline W. Nahas, and Gilbert T. Ray.

 

Proposal Two: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor for the 2011 Fiscal Year.

 

The stockholders ratified the appointment of Ernst & Young LLP as independent auditor of the Company for the 2011 fiscal year.  The voting results are set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

18,145,507

 

23,688

 

12,475

 

0

 

 

Proposal Three:  Approval of the Adoption of the DineEquity, Inc. 2011 Stock Incentive Plan.

 

The stockholders approved the adoption of the DineEquity, Inc. 2011 Stock Incentive Plan.  The voting results are set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

11,672,113

 

5,158,775

 

71,052

 

1,279,730

 

 

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Proposal Four:  Approval, in a Non-Binding Vote, of the Compensation of the Company’s Named Executive Officers.

 

The stockholders approved, in a non-binding vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2011 Proxy Statement.  The voting results are set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

16,552,180

 

277,150

 

72,610

 

1,279,730

 

 

Proposal Five:  Determination, in a Non-Binding Vote, of Whether a Stockholder Vote to Approve the Company’s Named Executive Officer Compensation Should Occur Every One, Two or Three Years.

 

The stockholders determined that there should be an annual non-binding vote to approve the compensation of the Company’s named executive officers.  The voting results are set forth below:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Vote

 

12,585,117

 

31,273

 

4,216,086

 

69,464

 

1,279,730

 

 

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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 thereunto duly authorized.

 

 

Date: May 18, 2011

DINEEQUITY, INC.

 

 

 

 

 

By:

/s/ John F. Tierney

 

 

John F. Tierney

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

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