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| DIN > SEC Filings for DIN > Form 8-K on 1-Mar-2013 | All Recent SEC Filings |
1-Mar-2013
Change in Directors or Principal Officers, Financial Statements and Exhibits
(d) Appointment of New Director
On February 26, 2013, the Board of Directors of DineEquity, Inc. (the "Corporation"), acting pursuant to the authority granted to it by the Corporation's Amended Bylaws, increased the size of the Board of Directors from 10 to 11 members. On February 26, 2013, the Board of Directors also appointed Douglas M. Pasquale to fill the vacancy created by the increase in the size of the Board of Directors, effective as of March 1, 2013. Mr. Pasquale is an independent director who will serve as a Class II director with a term expiring at the Corporation's 2014 annual meeting of stockholders. At the present time, Mr. Pasquale has not been assigned to any committees of the Board of Directors.
Mr. Pasquale will participate in the Corporation's standard non-employee director compensation arrangements, under which he will receive an annual board retainer of $65,000, an additional annual committee retainer for serving on any committees of the Board of Directors, and an annual equity award to be granted in 2014 pursuant to Corporation's 2011 Stock Incentive Plan. The annual board retainer for the first year will be prorated from the date of appointment. In connection with his appointment to the Board of Directors, Mr. Pasquale will also receive an initial equity award of 1,429 restricted stock units that will cliff vest in full three years from the date of grant and settle in shares of common stock.
Mr. Pasquale, 58, served as senior advisor to the chairman and chief executive
officer of Ventas, Inc. (NYSE: VTR) from July 2011 to December 2011 upon its
acquisition of Nationwide Health Properties, Inc. (NYSE: NHP), a real estate
investment trust that invested in medical office buildings, senior housing and
long-term care facilities. Mr. Pasquale was also appointed to the board of
directors of Ventas on July 1, 2011 and continues to serve on that board. Prior
to the acquisition of Nationwide Health Properties by Ventas, Mr. Pasquale
served as chairman of the board of directors of Nationwide Health
Properties, Inc. from May 2009 to July 2011, as president and chief executive
officer of Nationwide Health Properties from April 2004 to July 2011, and as
executive vice president and chief operating officer of Nationwide Health
Properties from November 2003 to April 2004. He also was a director of
Nationwide Health Properties from November 2003 to July 2011. Mr. Pasquale
previously served in various roles (most recently chairman and chief executive
officer) at ARV Assisted Living, Inc., an owner and operator of assisted living
facilities, from June 1998 to September 2003 and concurrently served as
president and chief executive officer of Atria Senior Living Group, Inc. from
April 2003 to September 2003. He also served as president and chief executive
officer of Richfield Hospitality Services, Inc. and Regal Hotels
International-North America from 1996 to 1998 and as its chief financial officer
from 1994 to 1996. In addition to Ventas, Inc., Mr. Pasquale currently serves
as a member of the boards of directors of Alexander and Baldwin, Inc. (NYSE:
ALEX), Terreno Realty Corporation (NYSE: TRNO) and Sunstone Hotel
Investors, Inc. (NYSE: SHO). He received a bachelor's degree in accounting and
an MBA from the University of Colorado.
There are no arrangements or understandings pursuant to which Mr. Pasquale was elected as a director, and there are no related party transactions between the Corporation and Mr. Pasquale.
The Corporation issued a press release announcing the appointment of Mr. Pasquale to the Board of Directors. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
(d) Exhibits.
Exhibit Number Description 99.1 Press Release dated March 1, 2013 |
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