8-K: Current report filing
Published on September 10, 2024
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2024, Papa John’s International, Inc. (the "Company") announced the promotion of Ravi Thanawala to Chief Financial Officer (CFO) and EVP, International, effective September 9, 2024. Mr. Thanawala will continue to serve as the Company’s principal financial officer and principal accounting officer and will assume additional responsibilities for managing the Company’s international business and markets outside of the United States and Canada.
In connection with his promotion, the Compensation Committee of the Board of Directors of the Company has approved an increase in Mr. Thanawala’s compensation, which includes an increased annual base salary of $675,000, the same annual cash incentive target opportunity of 75% of base salary, and an increased annual long-term incentive opportunity with a value of $1,500,000, all of which will be pro-rated for 2024 based upon his time in service. Further information regarding the Company’s executive compensation program is available in our most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 29, 2024.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on September 9, 2024, announcing Mr. Thanawala’s promotion. 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.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||||
|
Exhibit
Number |
Description of Exhibit | |||||||
| 104 | Cover page Interactive Data File - the cover page XBRL tags are 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: September 10, 2024 |
/s/ Caroline Miller Oyler | ||||
| Caroline Miller Oyler | |||||
| Chief Legal & Risk Officer and Corporate Secretary | |||||