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) July
30, 2015
Papa John's International, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware |
0-21660 |
61-1203323 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
2002 Papa John's Boulevard Louisville, Kentucky |
40299-2367 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (502) 261-7272
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2015, Papa John’s International, Inc. (the “Company”) announced the appointment of Steve M. Ritchie as President and Chief Operating Officer. Prior to his new appointment, Mr. Ritchie served as Chief Operating Officer since May 2014 and Senior Vice President since May 2013. Mr. Ritchie has served in various capacities of increasing responsibility over Global Operations & Global Operations Support and Training since July 2010.
In connection with Mr. Ritchie’s promotion, the Compensation Committee of the Board of Directors awarded Mr. Ritchie a one-time equity grant valued at approximately $450,000, vesting at the end of three years, consisting of equal values of time vested restricted stock and stock options with a 10-year term, and increased his base salary to $650,000.
The Compensation Committee also increased the long-term incentive values for each member of the executive leadership team, other than Founder, Chairman and Chief Executive Officer, John H. Schnatter. For the Company’s named executive officers, the new long-term base annual equity incentive values are as follows: $650,000 for Mr. Ritchie (previously $600,000), $515,000 for Chief Administrative Officer and Chief Financial Officer Lance Tucker (previously $450,000), $400,000 for Chief Marketing Officer Robert C. Kraut (previously $290,000), and $400,000 for Chief Development Officer Timothy C. O’Hern (previously $370,000). The additional awards representing the increased values were awarded on July 30, 2015, consisting of equal values of time vested restricted stock and stock options with a 10-year term and 3- year graded vesting schedule. The Company’s executives are also eligible for the annual cash incentives, performance share awards and benefits described in the Proxy Statement filed March 25, 2015.
The equity awards are effective and the exercise price for the stock options will be based on the closing price for our common stock two business days after the Company’s release of second quarter 2015 earnings.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on July 30, 2015. 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
|
Exhibit |
Description of Exhibit |
| 99.1 | Press Release issued by Papa John’s International, Inc., dated July 30, 2015. |
| SIGNATURES |
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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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|
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(Registrant) |
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| Date: | July 31, 2015 | By: |
/s/ Lance F. Tucker |
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Name: |
Lance F. Tucker |
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Senior Vice President, |
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Chief Financial Officer, Chief |
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Administrative Officer & Treasurer |
Exhibit 99.1
Papa John’s Announces Promotion of Steve Ritchie to President
LOUISVILLE, Ky.--(BUSINESS WIRE)--July 30, 2015--Papa John's International, Inc. (NASDAQ: PZZA) today announced the promotion of Chief Operating Officer Steve Ritchie to the position of President and Chief Operating Officer, reporting to Founder, Chairman and Chief Executive Officer, John Schnatter. As President and Chief Operating Officer, Mr. Ritchie will continue to work side by side with Mr. Schnatter and the rest of the management team to develop and support the global growth and development of the brand.
“We are fortunate to have a proven leader in Steve to assume the additional role of President of the Company. He shares my passion for quality and is an outstanding operator and leader for our company and entire system,” said Schnatter.
Mr. Ritchie started with Papa John’s as a customer service representative in our stores in 1996, at $5 per hour, and has served in various capacities of increasing operations leadership since 2010. He has been a Papa John’s franchise owner and operator in the Midwest Division since 2006.
About Papa John's
Headquartered in Louisville, Kentucky, Papa John's International, Inc. (NASDAQ: PZZA) is the world's third-largest pizza delivery company. For 14 of the past 16 years, consumers have rated Papa John's No. 1 in customer satisfaction among all national pizza chains in the American Customer Satisfaction Index (ACSI). Papa John's is the Official Pizza Sponsor of the National Football League and Super Bowl 50.
Forward-Looking Statements
Certain matters discussed in this press release which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Part I. Item 1A. - Risk Factors" of the Annual Report on Form 10-K for the fiscal year ended December 28, 2014. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.
For more information about the Company, please visit www.papajohns.com.
CONTACT:
Papa John's International, Inc.
Lance Tucker, 502-261-7272
Chief
Financial Officer