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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 25, 2023

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 25, 2023. 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
30,120,896
1,519,099
28,018
1,240,173
 
Laurette T. Koellner
30,304,084
1,335,928
28,001
1,240,173
 
Robert M. Lynch
31,327,378
312,840
27,795
1,240,173
 
Jocelyn C. Mangan
31,473,774
166,234
28,005
1,240,173
 
Sonya E. Medina
31,375,624
264,473
27,916
1,240,173
 
Shaquille R. O’Neal
31,329,255
311,178
27,580
1,240,173
 
Anthony M. Sanfilippo
31,334,938
305,186
27,889
1,240,173


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 2023. The following is a breakdown of the voting results:

FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
32,743,047
134,667
30,472
  


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
30,794,668
832,978
40,367
1,240,173


Recommend Frequency of Advisory Vote on the Company’s Executive Compensation.  The stockholders of the Company expressed their preference for an advisory vote on executive compensation to be held every year. The following is a breakdown of the voting results:

 
1 Year
2 Years
3 Years
Abstain
BROKER
NON-VOTES
           
 
31,318,978
7,300
299,785
41,950
  
 
In light of these results, the Company’s Board of Directors determined to continue to hold an advisory vote on executive compensation every year.  The Board of Directors will reevaluate this determination after the next advisory vote on the frequency of advisory votes on executive compensation.

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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 2, 2023
 /s/ Caroline Miller Oyler
 
Caroline Miller Oyler
 
Chief Legal and Risk Officer


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