8-K: Current report filing
Published on April 24, 2009
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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April
23, 2009
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Papa
John's International, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-21660
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61-1203323
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2002
Papa John's Boulevard
Louisville,
Kentucky
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40299-2367
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(502)
261-7272
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N/A
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(Former
name or former address, if changed since last report)
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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:
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o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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.
On April 23, 2009, Papa John’s International, Inc. (the “Company”) announced the appointment of John H. Schnatter, age 47, as Chief Executive Officer, and J. Jude Thompson, age 47, as President and Chief Operating Officer of the Company.
Mr.
Schnatter’s compensation as Chief Executive Officer will consist of a $500,000
equity grant based on a Black-Scholes valuation to be made in conjunction with
the Company’s long-term incentive program, to be made on April 30, 2009
immediately following the Annual Meeting of Stockholders. The equity grant under
the Company’s 2008 Omnibus Incentive Plan will be composed 75% of stock options,
with a six-month vesting period and a five year term, and 25% of time-based
restricted stock vesting three years from the date of grant. Mr. Schnatter
will also be eligible to earn a short-term incentive bonus in 2009 under terms
mirroring the Company’s 2009 management incentive program, with a $429,000
target award, and he will also participate in the Company’s quality service
incentive plan, with a $1,000 per month target. Mr. Schnatter will not
receive a base salary in cash, but he will continue to receive stock option
grants for his services as Chairman and Founder under the agreements entered
into between him and the Company in August 2007 with respect to his Chairman and
Founder roles, as previously disclosed.
Mr. Schnatter
created the Papa John's concept in 1984 and opened the first Company restaurant
in 1985. He served as Chairman of the Board and Chief Executive Officer from
1990 until April 2005, and as President from 1985 to 1990 and from 2001 until
April 2005. From April 2005 until May 2007, he served as Executive Chairman of
the Company, an executive officer position. In May 2007, Mr. Schnatter
assumed non-executive officer status with the Company, continuing to chair the
Board as Founder Chairman, and he was appointed Interim Chief Executive Officer
on December 4, 2008. Mr. Schnatter’s brother, Charles W.
Schnatter, is an executive officer of the Company.
Mr.
Thompson has served on the Company’s Board of Directors since February
2008. As President and Chief Operating Officer, he will report to the
Chief Executive Officer. Upon Mr. Thompson’s appointment as President
and Chief Operating Officer, Board of Directors member Alexander W. Smith
replaced Mr. Thompson as a member of the Company’s Audit Committee, and Board of
Directors member Norborne P. Cole, Jr. replaced Mr. Thompson as a member of the
Company’s Corporate Governance and Nominating Committee.
Mr.
Thompson entered into a customary noncompetition and non-solicitation agreement
with the Company upon commencement of his employment, and was granted a one-time
initial hire grant of 70,000 stock options on April 23, 2009, the date of his
commencement of service as President and Chief Operating Officer. Mr.
Thompson will receive a $550,000 base salary, and a $500,000 equity grant based
on a Black-Scholes valuation to be made in conjunction with the Company’s
long-term incentive program, to be made on April 30, 2009 immediately following
the Annual Meeting of Stockholders. The equity grant will be composed 75% of
stock options, with a three year graded vesting period and a five year term, and
25% of time-based restricted stock vesting three years from the date of
grant. Mr. Thompson will also be eligible to participate in the Company’s
2009 management incentive program, with a $268,000 target award, prorated for
his period of service as President and and Chief Operating Officer
for 2009. He will also participate in the Company’s quality service incentive
plan, with a $1,000 per month target.
Mr.
Thompson is the co-owner of Assurance Investment Partners, a national insurance
brokerage agency. From 2006 to 2008, Mr. Thompson served as Senior
Vice President of WellPoint, Inc. (NYSE: WLP), and President, Individual
Business, of Anthem Blue Cross and Blue Shield. In this
position, Mr. Thompson was responsible for all aspects of the company’s
Individual Business unit in the 14 states served by WellPoint, which generated
$5+ billion in revenue in 2007. Prior to that, Thompson held positions of
increasing responsibility with Anthem Blue Cross and Blue Shield, a
division of WellPoint, or its affiliates since 1989.
Item
7.01. Regulation FD Disclosure.
The
Company issued a press release on April 23, 2009 announcing the appointments of
Mr. Schnatter and Mr. Thompson. A copy of the press release is attached as
Exhibit 99.1 hereto.
The
information in the press release is being furnished, not filed, pursuant to Item
7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current
Report, including Exhibit 99.1, will not be incorporated by reference into any
registration statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
of Exhibit
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99.1
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Press
Release issued by Papa John’s International, Inc., dated April 23,
2009.
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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.
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Papa
John's International, Inc.
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(Registrant)
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Date: April
24, 2009
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By:
/s/ J. David
Flanery
Name:
J. David Flanery
Senior
Vice President and
Chief
Financial Officer
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