0001558370-17-003262.txt : 20170502 0001558370-17-003262.hdr.sgml : 20170502 20170502161154 ACCESSION NUMBER: 0001558370-17-003262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170427 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170502 DATE AS OF CHANGE: 20170502 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: 17805121 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 f8-k.htm 8-K pzza_Current Folio_8K

 

 

 

 

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 27, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of the Company was held on April 27, 2017. 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                                    

 

33,694,927

 

15,680

 

20,770

 

1,944,825

Olivia F. Kirtley

33,660,995

51,334

19,048

1,944,825

Laurette T. Koellner

33,645,026

66,703

19,648

1,944,825

Sonya E. Medina

33,695,901

15,777

19,699

1,944,825

John H. Schnatter

33,652,905

41,733

36,739

1,944,825

Mark S. Shapiro

33,398,321

306,677

26,379

1,944,825

W. Kent Taylor

33,692,739

18,397

20,241

1,944,825

 

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 2017. The following is a breakdown of the voting results:

 

 

 

 

 

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

 

 

 

 

35,520,240

128,376

27,586

-

 

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

 

 

 

 

33,506,108

114,782

110,487

1,944,825

 

 

Recommend Frequency of Advisory Vote on the Company’s Executive Compensation.  The stockholders of the Company expressed their preference for an advisory vote on executive compensation to be held every year. The following is a breakdown of the voting results:

 

 

 

 

 

BROKER

NON-VOTES

1 Year

2 Years

3 Years

Abstain

BROKER

NON-VOTES

 

 

 

 

 

30,554,041

80,667

2,988,223

108,446

1,944,825

 

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:  May 2, 2017

/s/ Lance F. Tucker                                   

Lance F. Tucker

Senior Vice President, Chief Financial Officer,

Chief Administrative Officer and Treasurer

 

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