Current Report Filing (8-k)
March 15 2019 - 1:02PM
Edgar (US Regulatory)
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):
March
14, 2019
Papa John's
International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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0-21660
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61-1203323
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(Commission File Number)
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(IRS Employer Identification No.)
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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.
On March 14, 2019, the Board of Directors (the “
Board
”) of
Papa John’s International, Inc. (the “
Company
”)
increased the size of the Board from nine to eleven directors and
appointed Michael Dubin and Jocelyn Mangan to the Board. Mr. Dubin and
Ms. Mangan will stand for election at the Company’s 2019 Annual Meeting
of Stockholders. There are no transactions or relationships between the
registrant and either Mr. Dubin or Ms. Mangan that are reportable under
Item 404(a) of Regulation S-K.
These appointments were the result of a search by the Board and the
Corporate Governance and Nominating Committee, as contemplated by the
Governance Agreement between the Company and Starboard Value LP.
A copy of the Company’s press release announcing the appointments of Mr.
Dubin and Ms. Mangan is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1
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.
Date: March 15, 2019
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PAPA JOHN'S INTERNATIONAL, INC.
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By:
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/s/ Joseph H. Smith, IV
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Name: Joseph H. Smith, IV
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Title: Senior Vice President and Chief Financial Officer
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