PAPA JOHNS INTERNATIONAL INC Files DEF 14A

TL;DR

<b>PAPA JOHNS INTERNATIONAL INC has filed its DEF 14A report for the period ending May 2, 2024.</b>

AI Summary

PAPA JOHNS INTERNATIONAL INC (PZZA) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. PAPA JOHNS INTERNATIONAL INC filed a DEF 14A on 2024-03-29. The filing covers the period ending 2024-05-02. The company's fiscal year ends on December 31st. PAPA JOHNS INTERNATIONAL INC is incorporated in Delaware. The company's principal business address is 2002 PAPA JOHNS BOULEVARD, LOUISVILLE, KY 40299-2334.

Why It Matters

For investors and stakeholders tracking PAPA JOHNS INTERNATIONAL INC, this filing contains several important signals. This DEF 14A filing provides detailed information on executive compensation, annual meeting matters, and other corporate governance aspects for PAPA JOHNS INTERNATIONAL INC. Investors and stakeholders can use this filing to understand the company's financial performance, executive pay structures, and strategic direction as of the reporting date.

Risk Assessment

Risk Level: low — PAPA JOHNS INTERNATIONAL INC shows low risk based on this filing. The filing is a routine DEF 14A, which is a standard disclosure for public companies and does not contain significant new financial or operational information that would alter the risk profile.

Analyst Insight

Review the executive compensation details and any proposals for the upcoming annual meeting to assess management's alignment with shareholder interests.

Key Numbers

• 2024-05-02 — Conformed Period of Report (CONFORMED PERIOD OF REPORT)
• 2024-03-29 — Filed As Of Date (FILED AS OF DATE)
• 1231 — Fiscal Year End (FISCAL YEAR END)
• 5022617272 — Business Phone (BUSINESS PHONE)

Key Players & Entities

• PAPA JOHNS INTERNATIONAL INC (company) — FILER
• 2002 PAPA JOHNS BOULEVARD (address) — BUSINESS ADDRESS
• LOUISVILLE (location) — BUSINESS ADDRESS CITY
• KY (location) — BUSINESS ADDRESS STATE
• 40299-2334 (zip_code) — BUSINESS ADDRESS ZIP
• P O BOX 99900 (address) — MAIL ADDRESS
• DE (location) — STATE OF INCORPORATION
• 1934 Act (regulation) — SEC ACT

FAQ

Industry Context

PAPA JOHNS INTERNATIONAL INC operates in the fast-food restaurant industry, specifically focusing on pizza delivery and carry-out services.

Regulatory Implications

The DEF 14A filing is made in accordance with the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders regarding annual meetings and corporate governance.

What Investors Should Do

1. Analyze executive compensation packages disclosed in the filing.
2. Review any shareholder proposals or director nominations for the upcoming annual meeting.
3. Examine the company's corporate governance practices and any changes mentioned.

Key Dates

• 2024-03-29: Filing Date — Filing of DEF 14A
• 2024-05-02: Reporting Period End Date — Covers corporate activities up to this date

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period ending 2024-05-02. Previous filings would cover different periods and may contain different information.

Filing Documents

• pzza-20240502xdef14a.htm (DEF 14A) — 2185KB
• pzza-20240502xdef14a_a001.jpg (GRAPHIC) — 24KB
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• pzza-20240502xdef14a_bg001.jpg (GRAPHIC) — 139KB
• pzza-20240502xdef14a_bg002.jpg (GRAPHIC) — 193KB
• 0001558370-24-004324.txt (&nbsp;) — 7071KB
• pzza-20240502.xsd (EX-101.SCH) — 6KB
• pzza-20240502_def.xml (EX-101.DEF) — 8KB
• pzza-20240502_lab.xml (EX-101.LAB) — 13KB
• pzza-20240502_pre.xml (EX-101.PRE) — 7KB
• pzza-20240502xdef14a_htm.xml (XML) — 606KB

ELECTION OF DIRECTORS

ITEM 1. ELECTION OF DIRECTORS 12 Nominees for Election to the Board 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17

EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS 20 Summary Compensation Table 31 Grants of Plan - Based Awards 32 Outstanding Equity Awards at Fiscal Year - End 33 Option Exercises and Stock Vested 34 Nonqualified Deferred Compensation 34 Change in Control and Termination Payments 35 Pay Versus Performance Disclosure 37 CEO Pay Ratio 42 Director Compensation 43 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 46 Compensation Committee Interlocks and Insider Participation 46 Approval of Related Person Transactions 46 Transactions with Related Persons 47 AUDIT COMMITTEE REPORT 49

RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS 51

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

ITEM 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION 52 Table of Contents

Stockholder Proposal Regarding Pork Housing Disclosure

ITEM 4. Stockholder Proposal Regarding Pork Housing Disclosure 53 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 55 Who is entitled to vote at the Annual Meeting? 55 What are my voting rights? 55 How many shares must be present to hold the Annual Meeting? 55 What is the difference between a stockholder of record and a "street name" holder? 55 How can I submit my proxy? 55 How can I submit voting instructions to my broker? 55 How do I vote if I hold shares in the Papa John's International, Inc. 401(k) Plan? 56 What does it mean if I receive more than one set of proxy materials? 56 Participating in the Annual Meeting 56 How does the Board recommend that I vote? 56 What if I do not specify how I want my shares voted? 57 Can I change my vote after submitting my proxy? 57 What vote is required to approve each item of business included in the Notice of Annual Meeting? 57 What is householding? 57 Who pays for the cost of proxy preparation and solicitation? 58 OTHER MATTERS 58 Stockholder Proposals for the 2025 Annual Meeting 58 Other Business 58 Annual Report 59 ANNEX A A-1 Reconciliation of Non-GAAP Financial Measures A - 1 Table of Contents Proxy Statement The Board of Directors (the "Board") of Papa John's International, Inc. (the "Company" or "Papa Johns") is soliciting proxies for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually at 11:00 a.m. Eastern Time on May 2, 2024, and at any adjournment or postponement of the meeting. We have adopted a virtual format for our Annual Meeting again this year . We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/PZZA2024 . An audio recording of the entire Annual Meeting will be available on the Papa John's Investor Relations website after the meeting. This Proxy Statement and the enclosed proxy card are first being mailed or given to stockholders on or about March 29, 2

View Full Filing

View this DEF 14A filing on SEC EDGAR