Form 8-K - Current report

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):

May 2, 2024

Commission File Number: 0-21660

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 May 2, 2024. 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	27,515,674	2,184,590	10,108	1,480,311
John W. Garratt	29,655,387	43,812	11,173	1,480,311
Stephen L. Gibbs	29,656,982	41,975	11,415	1,480,311
Laurette T. Koellner	27,571,377	2,130,233	8,762	1,480,311
Jocelyn C. Mangan	29,606,614	89,585	14,173	1,480,311
Sonya E. Medina	29,599,873	97,926	12,573	1,480,311
John C. Miller	29,653,600	47,164	9,608	1,480,311
Anthony M. Sanfilippo	29,524,438	176,106	9,828	1,480,311

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 2024. The following is a breakdown of the voting results:



FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
31,143,543	39,966	7,174	--

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
29,522,899	153,190	34,283	1,480,311

Stockholder Proposal Regarding Pork Housing Disclosure. The resolution presented by the Humane Society of the United States was not approved by the stockholders of the Company. The following is a breakdown of the voting results:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
8,941,768	20,490,898	277,706	1,480,311

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: May 6, 2024			/s/ Caroline Miller Oyler
			Caroline Miller Oyler
			Chief Legal & Risk Officer and Corporate Secretary

Cover	May 02, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 02, 2024
Entity File Number	0-21660
Entity Registrant Name	PAPA JOHN’S INTERNATIONAL, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1203323
Entity Address, Address Line One	2002 Papa Johns Boulevard
Entity Address, City or Town	Louisville
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40299-2367
City Area Code	502
Local Phone Number	261-7272
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Trading Symbol	PZZA
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000901491
Title of 12(b) Security	Common stock, $0.01 par value