0001157523-17-003276.txt : 20171221 0001157523-17-003276.hdr.sgml : 20171221 20171221170036 ACCESSION NUMBER: 0001157523-17-003276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171221 DATE AS OF CHANGE: 20171221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAPA JOHNS INTERNATIONAL INC CENTRAL INDEX KEY: 0000901491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 611203323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21660 FILM NUMBER: 171270073 BUSINESS ADDRESS: STREET 1: 2002 PAPA JOHNS BOULEVARD CITY: LOUISVILLE STATE: KY ZIP: 40299-2334 BUSINESS PHONE: 5022617272 MAIL ADDRESS: STREET 1: P O BOX 99900 CITY: LOUISVILLE STATE: KY ZIP: 40269-9990 8-K 1 a51733655.htm PAPA JOHN'S INTERNATIONAL, INC. 8-K

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):   December 18, 2017

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting held on December 18, 2017, the Board of Directors of Papa John’s International, Inc. (the "Company") appointed Steve Ritchie, 43, to the position of President and Chief Executive Officer of the Company, effective January 1, 2018. Mr. Ritchie is currently serving as President and Chief Operating Officer of the Company.  Mr. Ritchie was appointed President and Chief Operating Officer in July 2015 after serving as Senior Vice President and Chief Operating Officer since May 2014.  Mr. Ritchie has served as a Senior Vice President since December 2010 and in various capacities of increasing responsibility over Global Operations & Global Operations Support and Training since July 2010.  Since 2006, he also has served as a franchise owner and operator of multiple units in the Company’s Midwest Division.

John H. Schnatter, the Company’s Founder, who is currently serving as Founder, Chairman and Chief Executive Officer of the Company, will continue his service as Founder and Chairman of the Board.

No changes to executive compensation for Mr. Ritchie have been determined at this time.  Information about Mr. Ritchie’s compensation and certain related person transactions involving Mr. Ritchie which are required to be disclosed pursuant to Item 404(a) of Regulation S-K can be found in the Company’s definitive proxy statement for its 2017 annual meeting of stockholders filed with the Securities and Exchange Commission on March 23, 2017, which information is incorporated by reference herein.

A copy of the press release issued by the Company on December 21, 2017, to announce the Chief Executive Officer succession is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit 99.1      Papa John’s International, Inc. press release dated December 21, 2017.

2

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.

(Registrant)
 
Date:

December 21, 2017

/s/ Lance F. Tucker

Lance F. Tucker

Senior Vice President, Chief Financial Officer,

Chief Administrative Officer and Treasurer

3

EX-99.1 2 a51733655ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Papa John’s Promotes Steve Ritchie to CEO

Ritchie goes from hourly team member to franchisee to CEO in 21 years

LOUISVILLE, Ky.--(BUSINESS WIRE)--December 21, 2017--Papa John's International, Inc. (NASDAQ: PZZA), the world's third-largest pizza delivery company, today announced the promotion of Steve Ritchie to Chief Executive Officer, effective January 1, 2018.

Mr. Ritchie, 43, started with Papa John's in 1996 as a customer service representative at $6 per hour. In 2006, he became a Papa John's franchise owner and operator, then in 2010 began serving in increasing capacities of leadership in operations until being promoted to Chief Operating Officer in 2014. Ritchie was added to the succession plan for the company's top job in 2015 when he was named President.

“I am so proud of Steve – he has excelled at every job he’s ever held at Papa John’s – from being an hourly customer service rep, to a delivery driver, store general manager, director of operations, franchisee and most recently President,” said Papa John’s founder, John Schnatter. “With 120,000 Papa John’s corporate and franchise employees, Steve will put the spotlight on our pizza and the most important ingredient – our team members. We couldn’t have a more proven leader to guide Papa John’s through its next stage of growth.”

As Chief Executive Officer, Mr. Ritchie will lead Papa John’s global development and facilitate the brand’s marketing, digital and customer experience evolution. Recent hires of Mike Nettles as Chief Information and Digital Officer, Brandon Rhoten as Chief Marketing Officer and the addition of a digital-first creative agency of record, Laundry Service, underpin the brand’s emphasis on digital marketing and technology. But the company’s primary focus will be on its team members.

"I am humbled to take on this role,” said Ritchie. "By focusing on our team members, we will deliver the world class experiences our customers deserve. At Papa John’s, any opportunity is achievable if you dedicate yourself to putting your best foot forward every day. I’m certain our future company leaders are delivering pizzas in one of our 5,000 stores around the world right now.”

At Papa John’s, 98% of restaurant managers are promoted from hourly positions – delivery drivers, customer service team members and shift managers – within the company.


In his duties as Chairman and founder, Schnatter will continue to champion the core principles that led to recognition as the industry leader in product quality and customer satisfaction. He will also pursue his personal passion for entrepreneurship, leadership development and education.

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 16 of the past 18 years, consumers have rated Papa John's No. 1 in customer satisfaction among all national pizza chains in the American Customer Satisfaction Index (ACSI). For more information about the company or to order pizza online, visit Papa John's at www.papajohns.com.

Forward-Looking Statements

Certain matters discussed in this press release constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend,” “estimate,” “believe,” “anticipate,” “will,” “forecast,” “plan,” “project,” or similar words identify forward-looking statements that we intend to be included within the safe harbor protections provided by the federal securities laws. Such forward-looking statements may relate to projections or predictions concerning business performance, future strategy and prospects, the performance of the Papa John’s brand, customer experience, as well as business and financial performance, including revenue, earnings, cash flow, and other financial and operational measures. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and our results may differ materially from those matters expressed or implied in such forward-looking statements. The risks, uncertainties and assumptions that are involved in our forward-looking statements include, but are not limited to: the successful navigation of the brand’s marketing and digital evolution, the performance of our new senior leadership, aggressive changes in pricing or other marketing or promotional strategies by competitors, which may adversely affect sales and profitability; and new product and concept developments by food industry competitors; changes in consumer preferences or consumer buying habits, including changes in general economic conditions or other factors that may affect consumer confidence and discretionary spending; changes in our liquidity or changes in the debt markets in general, including adverse changes in interest rates, and our ability to meet debt service requirements; the adverse impact on the company or our results caused by product recalls, food quality or safety issues, incidences of foodborne illness, food contamination and other general public health concerns about our company-owned or franchised restaurants or others in the restaurant industry; failure to maintain our brand strength, quality reputation and consumer enthusiasm for our better ingredients marketing and advertising strategy; the ability of the company and its franchisees to meet planned growth targets and operate new and existing restaurants profitably, including difficulties finding qualified franchisees, store level employees or suitable sites; increases in food costs or sustained higher other operating costs. This could include increased employee compensation, benefits, insurance, tax rates, new regulatory requirements or increasing compliance costs; increases in insurance claims and related costs for programs funded by the company up to certain retention limits, including medical, owned and non-owned automobiles, workers’ compensation, general liability and property; disruption of our supply chain or commissary operations which could be caused by our sole source of supply of cheese or limited source of suppliers for other key ingredients or more generally due to weather, natural disasters including drought, disease, or geopolitical or other disruptions beyond our control; increased risks associated with our international operations, including economic and political conditions, instability or uncertainty in our international markets, especially emerging markets, fluctuations in currency exchange rates, difficulty in meeting planned sales targets and new store growth; the impact of current or future claims and litigation, including labor and employment-related claims; current, proposed or future legislation that could impact our business; failure to effectively execute succession planning; disruption of critical business or information technology systems, or those of our suppliers, and risks associated with systems failures and data privacy and security breaches, including theft of confidential company, employee and customer information, including payment cards; and changes in GAAP, including new standards for accounting for share-based compensation that may result in changes to our net income. These and other risk factors are discussed in detail in “Part I. Item 1A. – Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.

CONTACT:
Papa John’s International, Inc.
Peter Collins, 502-261-4233
Senior Director, Public Relations
peter_collins@papajohns.com