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:
000-21660
(Exact name of registrant as specified in its charter)
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| (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:
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Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
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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 23, 2020. 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:
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DIRECTOR
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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Christopher L. Coleman
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29,231,632
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2,184,446
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18,257
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2,507,018
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Michael R. Dubin
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29,450,204
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1,966,465
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17,666
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2,507,018
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Olivia F. Kirtley
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29,056,736
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2,354,709
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22,890
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2,507,018
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Laurette T. Koellner
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29,346,239
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2,071,132
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16,964
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2,507,018
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Robert M. Lynch
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29,446,297
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1,965,158
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22,880
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2,507,018
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Jocelyn C. Mangan
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29,451,959
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1,964,913
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17,463
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2,507,018
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Sonya E. Medina
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29,234,834
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2,175,101
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24,400
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2,507,018
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Shaquille R. O’Neal
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28,954,599
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2,468,991
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10,745
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2,507,018
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Anthony M. Sanfilippo
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29,336,959
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2,080,362
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17,014
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2,507,018
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Jeffrey C. Smith
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29,448,159
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1,969,185
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16,991
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2,507,018
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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 2020. The following is a breakdown of the
voting results:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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31,905,320
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23,193
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2,012,840
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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:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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25,670,494
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5,533,103
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230,738
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2,507,018
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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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Date: April 28, 2020
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/s/ Steven R. Coke
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Steven R. Coke
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Interim Principal Financial and Accounting Officer
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