Ihop Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 14 2008 - 8:30AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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IHOP
CORP
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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On May 14, 2008, IHOP Corp. issued the
following press release announcing the results of its annual meeting of
shareholders and that the annual meeting will be reconvened on May 21,
2008 to act on the outstanding proposal:
IHOP CORP.
FOR IMMEDIATE RELEASE
Stacy Roughan
Director, Investor Relations
IHOP Corp.
818-637-3632
IHOP CORP. ANNOUNCES RESULTS OF ANNUAL MEETING OF SHAREHOLDERS
The Company to Reconvene Meeting on May 21
st
for Shareholders to
Act on Outstanding Proposal
GLENDALE,
Calif., May 14, 2008
IHOP Corp. (NYSE: IHP) announced the results
of its annual meeting of shareholders held yesterday. The Companys shareholders approved Proposals
1, 3 and 4 as set forth in its proxy statement dated April 17, 2008. The approved proposals were:
Proposal 1: The
election of three Class II directors:
Michael S. Gordon, Larry Alan Kay, and Julia A. Stewart.
Proposal 3: The
ratification and approval of the adoption of the 2008 IHOP Corp. Senior
Executive Incentive Plan for the purposes of Section 162(m) of the
Code.
Proposal 4: The
ratification of the appointment of Ernst & Young LLP, as the
Companys independent public accountants for the year ending December 31,
2008.
The
Company adjourned its annual meeting of shareholders without taking action on
Proposal 2, which was related to the amendment of the IHOP Corp. 2001 Stock
Incentive Plan. The decision to adjourn
the meeting was made because the Company learned that certain shareholders had submitted
a proxy indicating their vote on Proposal2, but such votes had not yet been
received or processed by its tabulation agent.
The deferral of the vote on Proposal 2 will insure that these and other
shareholders have their votes counted with regard to Proposal 2.
The
Company encourages all shareholders to read the proxy statement dated April 17,
2008 and to submit a proxy indicating their vote on Proposal 2 prior to the
reconvened meeting. The record date for shareholders
entitled to vote remains April 1, 2008.
Shareholders who need proxy materials are encouraged to contact the
Corporate Secretary at (818) 240-6055. Valid
proxies submitted by the Companys shareholders prior to the May 13, 2008
meeting will continue to be valid for purposes of the reconvened meeting.
The
IHOP Corp. 2008 annual meeting of shareholders will be reconvened on May 21,
2008 at 10 a.m. Pacific Time at the Companys corporate offices at 450
North Brand Blvd. in Glendale, California.
About IHOP Corp.
Based
in Glendale, California, IHOP Corp. franchises and operates restaurants under
the International House of Pancakes, or IHOP, and the Applebees Neighborhood
Grill & Bar brands. With more
than 3,300 restaurants combined, IHOP Corp. is the largest full-service
restaurant company in the world. IHOP
Corp.s common stock is listed on the NYSE under the symbol IHP. For more information on IHOP Corp., visit the
Investor Relations section of the Companys Web site located at www.ihop.com.
Forward-Looking
Statements
There
are forward-looking statements contained in this news release. They use such
words as may, will, expect, believe, plan, or other similar
terminology, and include statements regarding the strategic and financial
benefits of the acquisition of Applebees International, Inc.,
expectations regarding integration and cost savings, and other financial
guidance. These statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results to be materially different
than those expressed or implied in such statements. These factors include, but
are not limited to: the implementation of the Companys strategic growth plan;
the availability of suitable locations and terms for the sites designated for
development; the ability of franchise developers to fulfill their commitments
to build new restaurants in the numbers and time frames covered by their
development agreements; legislation and government regulation including the
ability to obtain satisfactory regulatory approvals; risks associated with
executing the Companys strategic plan for Applebees; risks associated with
the Companys incurrence of significant indebtedness to finance the acquisition
of Applebees; the failure to realize the synergies and other perceived
advantages resulting from the acquisition; costs and potential litigation
associated with the acquisition; the ability to retain key personnel after the
acquisition; conditions beyond the Companys control such as weather, natural
disasters, disease outbreaks, epidemics or pandemics impacting the Companys
customers or food supplies; or acts of war or terrorism; availability and cost
of materials and labor; cost and availability of capital; competition;
continuing acceptance of the IHOP, International House of Pancakes and Applebees
brands and concepts by guests and franchisees; the Companys overall marketing,
operational and financial performance; economic and political conditions;
adoption of new, or changes in, accounting policies and practices; and other
factors discussed from time to time in the Companys news releases, public
statements and/or filings with the Securities and Exchange Commission,
especially the Risk Factors sections of Annual and Quarterly Reports on Forms
10-K and 10-Q. Forward-looking information is provided by IHOP Corp. pursuant
to the safe harbor established under the Private Securities Litigation Reform
Act of 1995 and should be evaluated in the context of these factors. In
addition, the Company disclaims any intent or obligation to update these
forward-looking statements.
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