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DPZ Dominos Pizza

Filed: 29 Apr 21, 8:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 27, 2021

 

 

Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

 

001-32242 38-2511577
(Commission
File Number)
 (I.R.S. Employer
Identification No.)

 

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan

 48105
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (734) 930-3030

 

 

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange
on Which Registered

Domino’s Pizza, Inc. Common Stock, $0.01 par value DPZ New York Stock Exchange

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. ☐

 

 

 


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

The 2021 Annual Meeting of Shareholders of Domino’s Pizza, Inc. (the “Company”) was held on April 27, 2021. A total of 33,453,675 shares were present or represented by proxy at the meeting, representing 86.21% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:

1. ELECTION OF DIRECTORS

Proposal one was the election of nine nominees to serve as Directors of the Company, each for a term of one year expiring at the Company’s 2022 annual meeting of shareholders, until their respective successors are duly elected or qualified or until his or her earlier death, resignation or removal. The result of the vote was as follows:

 

   FOR  WITHHELD    

Nominee

  # of Votes   % of
Votes Cast
  # of Votes   % of
Votes Cast
  Broker
Non-Votes
 

David A. Brandon

   28,688,016    92.97  2,168,574    7.03  2,597,085 

Richard E. Allison, Jr.

   30,342,045    98.33  514,545    1.67  2,597,085 

C. Andrew Ballard

   30,663,348    99.37  193,242    0.63  2,597,085 

Andrew B. Balson

   29,387,281    95.24  1,469,309    4.76  2,597,085 

Corie S. Barry

   30,703,630    99.50  152,960    0.50  2,597,085 

Diana F. Cantor

   29,443,278    95.42  1,413,312    4.58  2,597,085 

Richard L. Federico

   30,619,582    99.23  237,008    0.77  2,597,085 

James A. Goldman

   28,988,694    93.95  1,867,896    6.05  2,597,085 

Patricia E. Lopez

   30,628,100    99.26  228,490    0.74  2,597,085 

Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional Director nominations brought before the Meeting.

2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal two was the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year. The result of the vote was as follows:

 

FOR

 

AGAINST

    

# of Votes

 

% of

Votes Cast

 

# of Votes

 

% of

Votes Cast

 

Abstain

 

Broker

Non-Votes

32,975,311 98.61% 462,325 1.38% 16,039 —  

Pursuant to the foregoing votes, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year was approved.

3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

Proposal three was the advisory vote on the approval of the executive compensation of the named executive officers of the Company. The result of the vote was as follows:

 

FOR

 

AGAINST

    

# of Votes

 

% of

Votes Cast

 

# of Votes

 

% of

Votes Cast

 

Abstain

 

Broker

Non-Votes

29,156,131 94.73% 1,619,545 5.26% 80,914 2,597,085

Pursuant to the foregoing votes, the executive compensation of the named executive officers of the Company was approved in this non-binding advisory vote.


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 hereunto duly authorized.

 

   DOMINO’S PIZZA, INC.
   (Registrant)
Date: April 30, 2021   

/s/ Kevin S. Morris

   

Kevin S. Morris

Executive Vice President, General Counsel

and Corporate Secretary