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PZZA Papa John`s International

Filed: 3 May 21, 4:30pm
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):
April 27, 2021

Commission File Number:  000-21660

PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 Delaware
61-1203323
 
 (State or other jurisdiction of(I.R.S. Employer Identification 
 incorporation or organization)Number) 

2002 Papa Johns Boulevard
Louisville, Kentucky  40299-2367
(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:

☐ 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))

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:
Common stock, $0.01 par value
 PZZA
 The NASDAQ Stock Market LLC

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 April 27, 2021. 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:

DIRECTORFORAGAINSTABSTAIN
BROKER
NON-VOTES
Christopher L. Coleman33,185,943396,92446,4692,106,402
Olivia F. Kirtley33,164,395419,93945,0022,106,402
Laurette T. Koellner32,584,918999,29745,1212,106,402
Robert M. Lynch33,555,17428,28245,8802,106,402
Jocelyn C. Mangan33,555,99726,31147,0282,106,402
Sonya E. Medina33,254,186327,22047,9302,106,402
Shaquille R. O’Neal33,563,60023,82441,9122,106,402
Anthony M. Sanfilippo33,297,266278,45353,6172,106,402
Jeffrey C. Smith33,549,35333,34246,6412,106,402

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 2021. The following is a breakdown of the voting results:

FORAGAINSTABSTAIN
BROKER
NON-VOTES
35,658,50133,99843,239 


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:

FORAGAINSTABSTAIN
BROKER
NON-VOTES
33,109,646367,621152,0692,106,402


 
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.

 PAPA JOHN'S INTERNATIONAL, INC.
  
  
Date:   May 3, 2021/s/ Ann B. Gugino
 Ann B. Gugino
 Chief Financial Officer