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| EX-99.1 - EXHIBIT 99.1 NEW CEO APPOINTMENT - OSI RESTAURANT PARTNERS, LLC | exhibit99-1newceoappointment.htm |
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): October 29,
2009
OSI
RESTAURANT PARTNERS, LLC
(Exact
name of registrant as specified in its charter)
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Delaware
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1-15935
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59-3061413
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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2202
North West Shore Boulevard, Suite 500, Tampa, Florida 33607
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (813) 282-1225
N/A
(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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 3, 2009, OSI Restaurant Partners, LLC (the “Company”) announced that
the Board of Managers of the Company (the “Board”) has appointed Elizabeth A.
Smith as the Company’s President and Chief Executive Officer, commencing on
November 16, 2009. Ms. Smith will also serve as a member of the Board
of the Company and a member of the Board of Kangaroo Holdings, Inc., the
ultimate parent of the Company (“KHI”). Ms. Smith, age 46, was most recently the
President of Avon Products, Inc. (“Avon”), a global manufacturer and marketer of
beauty and related products. Prior to Ms. Smith’s position as
President of Avon, she served as Avon’s Executive Vice President, President
North America and Global Marketing from September 2005 to September 2007 and
Avon’s Executive Vice President and Brand President from January 2005 to
September 2005. Prior to joining Avon, from January 2004 to November
2004, she served as Group Vice President and President U.S. Beverages and
Grocery Sectors for Kraft Foods Inc., a manufacturer and marketer of food
products. Ms. Smith serves as a director of Staples,
Inc.
In
connection with Ms. Smith’s appointment, on November 2, 2009, the Company
entered into an Employment Agreement with Ms. Smith (the “Employment
Agreement”), effective November 16, 2009, which provides for an initial term of
five years, subject to automatic one year renewals thereafter unless the
agreement is terminated in accordance with its terms. Pursuant to the terms of
the Employment Agreement, Ms. Smith is entitled to receive an annual base salary
of $1,000,000 and is
eligible for an annual bonus based on achievement of performance objectives
established by the Board. The target amount of the annual bonus is 85% of Ms.
Smith’s base salary.
The
Employment Agreement also provides that Ms. Smith will be granted certain
options to purchase shares of KHI common stock promptly after she commences
employment with the Company. She will be entitled to reimbursement of
reasonable costs associated with her relocation to the Tampa, Florida area as
well as weekly use of the Company’s aircraft (or reimbursement of the cost of
first-class commercial air travel) for herself and her family for a one-year
period in connection with her relocation to Tampa, Florida. She will
be provided with a tax gross-up for any taxes related to such travel and
relocation costs.
If Ms.
Smith’s employment is terminated by the Company other than for cause or if she
resigns for good reason (within the meaning given to such terms in the
employment agreement), Ms. Smith will be entitled to receive, subject to the
execution of a release of claims and continued compliance with the restrictive
covenants contained in the Employment Agreement, continued salary and target
annual bonus for two years. In addition, in the event that all or any
portion of the payments provided for under the Employment Agreement become
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code,
Ms. Smith will be entitled to receive a gross up payment in respect of 50% of
the excise tax imposed by such section. Ms. Smith will be
subject to non-competition and non-solicitation restrictions for a period of two
years following the termination of her employment.
In
connection with the execution of the Employment Agreement, KHI entered into an
agreement with Ms. Smith pursuant to which KHI has agreed to make specified
retention bonus payments to Ms. Smith over a four-year period commencing on the
first anniversary of the effective date of the Employment Agreement, on the
terms and subject to the conditions set forth in such agreement including,
subject to certain exceptions, her remaining continuously employed by the
Company through the applicable vesting date. Such retention bonus
amounts are obligations of only KHI and are not obligations of the
Company.
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(continued).
The
Company also announced that Mr. A. William Allen, III will be retiring from his
position as President and Chief Executive of the Company, effective on November
15, 2009. Following his employment termination, Mr. Allen will
continue to remain a member of each of the Boards of the Company and KHI and,
effective as of November 16, 2009, will be appointed Chair of each of the Boards
of the Company and KHI. On November 2, 2009, the Company and Mr.
Allen executed a Separation Agreement (the “Separation
Agreement”). Subject to the execution of a release agreement and the
continued compliance with his obligations under the Separation Agreement and
certain of his obligations under his employment agreement with the Company, the
Company has agreed to provide Mr. Allen with certain retirement pay and
benefits, including severance in an amount equal to the sum of (i) 12 months of
Mr. Allen’s base salary at the rate in effect on November 15, 2009 and (ii) an
adjusted average of the annual bonuses paid to Mr. Allen in respect of the three
final years of his employment (including 2009). Since the severance
amount cannot be calculated at the time of Mr. Allen’s employment termination
because the actual amount of his 2009 bonus will not be known, the Company has
agreed to pay him an estimated severance amount equal to the sum of (i) 12
months of Mr. Allen’s base salary at the rate in effect on November 15, 2009 and
(ii) an adjusted average of the annual bonuses paid to Mr. Allen in respect of
the three prior years of his employment, which amount will be paid to him
through February 2010. The estimated severance amount is equal to
$1,618,925. Commencing in March 2010, the Company will pay Mr. Allen
severance calculated using his actual 2009 bonus, in the manner described above,
minus any amounts that have previously been paid to him based on the estimated
severance calculation. Severance payments will be made in equal
installments over a 12-month period following employment
termination. The Company has also agreed to reimburse Mr. Allen on a
monthly basis for the cost of his COBRA premiums payable in connection with his
continued coverage under the Company’s group medical, dental and vision
insurance plans for up to twelve months following employment
termination. In addition, the Company will pay to Mr. Allen within 90
days of December 31, 2009 his full annual bonus in respect of the 2009 fiscal
year, determined based on actual performance, and will pay him within 30 days of
his employment termination a lump sum amount equal to $138,729.81, which
represents the amount of base salary Mr. Allen would have earned had he remained
employed until December 31, 2009. Mr. Allen will also be entitled to
one-time use of the Company’s aircraft for himself and his family for their
return to California.
Item
7.01 Regulation FD Disclosure.
On
November 3, 2009, the Company issued a press release announcing the appointment
of Ms. Smith and the retirement of Mr. Allen as set forth in Item 5.02 of this
Current Report on Form 8-K. A copy of the press release is furnished with this
Current Report on Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press
release issued by the Company on November 3, 2009.
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SIGNATURE
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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.
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OSI
RESTAURANT PARTNERS, LLC
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(Registrant)
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Date: November
3, 2009
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By:
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/s/
Dirk A. Montgomery
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Dirk
A. Montgomery
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Chief
Financial Officer
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4
Exhibit Index
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Exhibit
No.
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Description
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99.1
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Press
Release issued by the Company on November 3,
2009
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