Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report: April 9, 2015

(Date of earliest event reported)

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Papa Murphy’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or Other Jurisdiction of Incorporation or Organization)	001-36432 (Commission File Number)	27-2349094 (IRS Employer Identification No.)



8000 NE Parkway Drive, Suite 350 Vancouver, WA (Address of principal executive offices)		98662 (Zip Code)

(360) 260-7272

(Registrant's telephone number, including area code)

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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

Departure of Directors

On April 9 and April 10, 2015, respectively, Thomas H. Lee and Achi Yaffe each gave Papa Murphy’s Holdings, Inc. (the “Company”) notice of their respective intent to resign from the Board of Directors of the Company (the “Board”). On April 13 and April 14, 2015, respectively, Mr. Yaffe and Mr. Lee each tendered his respective resignation from the Board, effective as of April 15 and April 14, 2015, respectively.

Appointment of New Directors

On April 15, 2015, the Board accepted the resignations of Mr. Lee and Mr. Yaffe and appointed Jean M. Birch, Rob Weisberg and Jeffrey B. Welch (each, a “New Director”) to the Board as Class I Directors to fill the vacancies created by the resignations of Mr. Lee and Mr. Yaffe and an increase in the Board’s size by one seat. Each New Director will serve until the conclusion of the annual meeting of the stockholders of the Company held in 2015 or until such New Director's death, resignation or removal or the election and qualification of a successor.

The Company expects that Ms. Birch will be subsequently appointed to the Audit Committee and Nominating and Corporate Governance Committee of the Board, Mr. Weisberg will be subsequently appointed to the Compensation Committee of the Board and Mr. Welch will be subsequently appointed to the Compensation Committee and Nominating and Corporate Governance Committee of the Board.

The compensation of each New Director will be consistent with that provided to all independent directors of the Company and will consist of a base annual retainer of $30,000, paid quarterly, an annual restricted stock award subject to a one-year vesting term with a grant date fair value of approximately $30,000 (the “Annual Stock Award”), and reimbursement for customary travel and out-of-pocket expenses. On April 15, 2015 the Company granted each New Director their respective Annual Stock Award. In addition, each New Director will enter into the Company's standard indemnification agreement, the form of which was filed as an exhibit to the Company's registration statement on Form S-1, as amended (Registration No. 333-194488).

Reclassification of Director

On April 15, 2015, Ken Calwell tendered his resignation from the Board as a Class III Director, effective immediately, and was promptly thereafter appointed as a Class II Director of the Board. Mr. Calwell will serve as a Class II Director until the conclusion of the annual meeting of the stockholders of the Company held in 2016 or until his death, resignation or removal or the election and qualification of a successor.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:



EXHIBIT NUMBER		DESCRIPTION OF EXHIBITS
99.1		Press Release dated April 15, 2015.

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 MURPHY’S HOLDINGS, INC.

By:	/s/ Mark Hutchens
	Name:	Mark Hutchens
	Title:	Chief Financial Officer

Date: April 15, 2015

EXHIBIT INDEX



EXHIBIT NUMBER		DESCRIPTION OF EXHIBITS
99.1		Press Release dated April 15, 2015.

PAPA MURPHY’S STRENGTHENS BOARD OF DIRECTORS

Company Adds Three New Independent Directors with Appointments of Jean M. Birch, Rob Weisberg and Jeffrey B. Welch

(VANCOUVER, Wash.) - April 15, 2015 - Papa Murphy’s Holdings, Inc. (NASDAQ: FRSH) the world’s leading take ’n’ bake pizza franchise, today announced that Jean M. Birch, Rob Weisberg and Jeffrey B. Welch have been appointed as independent members of its Board of Directors, effective April 15, 2015. The appointments replace both Thomas H. Lee and Achi Yaffe, who have resigned from the Board, as well as increase the Board size by one seat.

“We are pleased to welcome three high quality individuals to our Board of Directors, whose diverse experience and strengths bolster our leadership," said John Barr, Chairman of Papa Murphy’s Holdings, Inc. “Jean’s extensive leadership experience in the restaurant industry along with Rob’s deep marketing background and Jeff’s expertise in franchise development and operations will be invaluable to our company. Their collective knowledge and experience will be a great addition to our Board as we continue to execute on our growth strategy and build long-term value for our shareholders.”

Jean M. Birch brings more than 20 years of experience leading top restaurant brands to Papa Murphy’s Board. Currently, she serves as the Chief Executive Officer and President of Birch Company, LLC. Previously, Mrs. Birch served as President of IHOP Restaurants, Inc., where she repositioned and focused IHOP’s brand and innovative culinary strategy. Prior to IHOP, Mrs. Birch served as President of Romano’s Macaroni Grill and President of Corner Bakery Café. Mrs. Birch also held executive leadership roles within YUM! Brands, Inc., a global quick service restaurant company, including Vice President, Operations for Taco Bell, Inc. and, Senior Director, Concept Development for Pizza Hut, Inc. She currently serves on the Board of Directors of Cosi, Inc. and Darden Restaurants, Inc. and previously served on the Board of Directors of the Children’s Miracle Network Hospitals.

Rob Weisberg joins Papa Murphy’s Board with extensive consumer marketing expertise and experience leading growth brands. He currently serves as Chief Executive Officer of Invaluable, the world’s leading online live auction marketplace. Prior to Invaluable, Mr. Weisberg served for three years as Chief Marketing Officer at Zipcar, Inc., where he contributed to the company’s membership growth and initial public offering. Previously, Mr. Weisberg spent 5 years as Vice President of Multimedia Marketing at Domino’s Pizza where he led the introduction of online ordering. Prior to Domino’s Pizza, Mr. Weisberg worked in account services at several prominent advertising and public relation agencies including Ogilvy & Mather.

Jeffrey B. Welch brings international franchise development experience to Papa Murphy’s Board. Currently, he serves as an international development consultant with the Gerson Lehrman Group. Previously, Mr. Welch held various executive roles within Krispy Kreme Doughnuts Inc., including President, International and Senior Vice President and General Manager of Global Franchise Operations and Development. Prior to Krispy Kreme, Mr. Welch served as the Vice President, Real Estate, International for The Home Depot, Inc. Throughout his career he has held various positions for Tricon Global Restaurants, Inc. where he focused

on business and franchise development for leading restaurant brands, including Pizza Hut, KFC and Taco Bell.

About Papa Murphy’s

Papa Murphy's Holdings, Inc. (Nasdaq: FRSH) is a franchisor and operator of the largest Take 'N' Bake pizza chain in the United States, selling fresh, hand-crafted pizzas ready for customers to bake at home. The company was founded in 1981 and currently operates over 1,400 franchised and corporate-owned fresh pizza stores in 38 States, Canada and United Arab Emirates. Papa Murphy's core purpose is to bring all families together through food people love with a goal to create fun, convenient and fulfilling family dinners. In addition to scratch-made pizzas, the company offers a growing menu of grab 'n' go items, including salads, sides and desserts. For more information, visit www.papamurphys.com. Find Papa Murphy’s on Facebook at www.facebook.com/papamurphyspizza.

Forward-looking Statements

This news release, as well as other information provided from time to time by Papa Murphy's Holdings, Inc. or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward looking statements. Forward-looking statements give the Company's current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "guidance," "anticipate," "estimate," "expect," "forecast," "project," "plan," "intend," "believe," "confident," "may," "should," "can have," "likely," "future" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

Forward-looking statements in this press release include statements relating to the Company's projected sales growth, projected new store openings, projected selling, general, and administrative expenses, projected capital expenditures, new products, strategic initiatives, future financial or operational results, productivity, and potential new markets and acquisitions.

Any such forward-looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although the Company believes any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in any forward-looking statements. Please refer to the risk factors discussed in the Company's current Annual report on Form 10-K for the fiscal year ended December 29, 2014 (which was filed on March 18, 2015, and can be found at the SEC's website www.sec.gov); each such risk factor is specifically incorporated into this press release. Should one or more of these risks or uncertainties materialize, the Company's actual results may vary in material respects from those projected in any forward-looking statements.

Any forward-looking statement made by the Company in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Papa Murphy’s Contacts:

Investor Contact:

Fitzhugh Taylor, ICR

fitzhugh.taylor@icrinc.com

877-747-7272

Media Contact:

Jessica Liddell, ICR

jessica.liddell@icrinc.com

203-682-8208

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