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 30, 2019

Papa John's International, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

 

0-21660

 

61-1203323

(Commission File Number)

 

(IRS Employer Identification No.)

2002 Papa John's Boulevard
Louisville, Kentucky 40299-2367
(Address of principal executive offices) (Zip Code)

(502) 261-7272
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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.




Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on April 30, 2019. 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

20,868,809

9,757,976

63,892

3,136,956

Michael R. Dubin 21,154,494 46,636 9,489,547 3,136,956
Olivia F. Kirtley 19,098,527 11,536,318 55,832 3,136,956
Laurette T. Koellner 20,881,972 9,751,668 57,037 3,136,956
Jocelyn C. Mangan 21,160,574 48,989 9,481,114 3,136,956
Sonya E. Medina 20,892,360 9,738,481 59,836 3,136,956
Shaquille R. O’Neal 21,157,813 52,439 9,480,425 3,136,956
Steven M. Ritchie 20,896,307 9,733,946 60,424 3,136,956
Anthony M. Sanfilippo 21,144,123 57,828 9,488,726 3,136,956
Jeffrey C. Smith 21,130,006 76,175 9,484,496 3,136,956


Appointment of KPMG LLP as the Company’s Independent Auditors. The stockholders of the Company ratified the appointment of KPMG LLP as the Company’s independent auditors for 2019. The following is a breakdown of the voting results:

 
FOR AGAINST ABSTAIN BROKER

NON-VOTES

 
24,090,325 77,355 9,659,953 -


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

 
20,516,450 585,995 9,588,232 3,136,956


Ratification of the Company’s Rights Agreement, as amended. The stockholders of the Company ratified the adoption of the Rights Agreement, as amended. The following is a breakdown of the voting results:

 
FOR AGAINST ABSTAIN BROKER

NON-VOTES

 
20,030,942 10,345,825 313,910 3,136,956


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, 2019

By:

/s/ Joseph H. Smith

 

Name:

Joseph H. Smith

Title:

Senior Vice President and Chief Financial Officer