Papa John's International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PZZA
Restaurants
Consumer Discretionary
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):
Commission File Number: 0-21660
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
(Address of principal executive offices)
(502 ) 261-7272
(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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on May 1, 2025. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:
Election of Directors. The stockholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors to serve until his or her successor is duly elected and qualified. The following is a breakdown of the voting results:
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
Christopher L. Coleman | 26,666,444 | 1,477,232 | 41,280 | 2,165,395 | ||||||||||
| John W. Garratt | 28,020,292 | 123,289 | 41,375 | 2,165,395 | ||||||||||
| Stephen L. Gibbs | 28,101,433 | 40,999 | 42,524 | 2,165,395 | ||||||||||
| Laurette T. Koellner | 27,961,301 | 182,943 | 40,712 | 2,165,395 | ||||||||||
| Jocelyn C. Mangan | 28,012,466 | 125,603 | 46,887 | 2,165,395 | ||||||||||
| Sonya E. Medina | 27,949,173 | 189,014 | 46,769 | 2,165,395 | ||||||||||
| John C. Miller | 28,032,167 | 111,508 | 41,281 | 2,165,395 | ||||||||||
| Todd A. Penegor | 27,721,573 | 421,409 | 41,974 | 2,165,395 | ||||||||||
Appointment of Ernst & Young LLP as the Company’s Independent Auditors. The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for 2025. The following is a breakdown of the voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 30,228,954 | 81,813 | 39,584 | — | ||||||||
Approval of the First Amendment to the Papa John’s International, Inc. 2018 Omnibus Incentive Plan. The stockholders of the Company approved the first amendment to the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”) to increase the amount of shares reserved for issuance under the 2018 Plan by 4,900,000 shares. The following is a breakdown of the voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 22,864,184 | 5,277,479 | 43,293 | 2,165,395 | ||||||||
Advisory Approval of the Company’s Executive Compensation. The stockholders of the Company approved a resolution on advisory approval of executive compensation. The following is a breakdown of the voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 26,295,075 | 1,785,456 | 104,425 | 2,165,395 | ||||||||
Stockholder Proposal Regarding Simple Majority Vote. The resolution presented by The Accountability Board was approved by the stockholders of the Company. The following is a breakdown of the voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 25,194,370 | 646,951 | 2,343,634 | 2,165,395 | ||||||||
Exhibit Number | Description of Exhibit | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| PAPA JOHN’S INTERNATIONAL, INC. | |||||
| (Registrant) | |||||
Date: May 1, 2025 | /s/ Caroline Miller Oyler | ||||
| Caroline Miller Oyler | |||||
| Chief Legal & Risk Officer and Corporate Secretary | |||||