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 26, 2022

Commission File Number:  000-21660

PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
  Delaware
 61-1203323
  
  (State or other jurisdiction of (I.R.S. Employer Identification  
  incorporation or organization) Number)  

2002 Papa Johns Boulevard
Louisville, Kentucky  40299-2367
(Address of principal executive offices)

(502) 261-7272
(Registrant’s telephone number, including area code)

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. ☐

Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class:
    
Trading Symbol
    
Name of each exchange on which registered:
Common stock, $0.01 par value
  
PZZA
  
The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on April 26, 2022. 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
    
32,045,516
      
601,637
      
30,142
      
1,352,178
  
Olivia F. Kirtley
    
32,130,418
      
518,348
      
28,529
      
1,352,178
  
Laurette T. Koellner
    
31,403,820
      
1,244,400
      
29,075
      
1,352,178
  
Robert M. Lynch
    
32,517,165
      
131,168
      
28,962
      
1,352,178
  
Jocelyn C. Mangan
    
32,516,285
      
132,248
      
28,762
      
1,352,178
  
Sonya E. Medina
    
32,337,530
      
310,540
      
29,225
      
1,352,178
  
Shaquille R. O’Neal
    
32,519,790
      
129,706
      
27,799
      
1,352,178
  
Anthony M. Sanfilippo
    
32,322,283
      
324,667
      
30,345
      
1,352,178
  
Jeffrey C. Smith
    
32,501,628
      
146,116
      
29,551
      
1,352,178
  


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 2022. The following is a breakdown of the voting results:

                  
FOR
  
AGAINST
    
ABSTAIN
  
BROKER
NON-VOTES
33,871,603
    
130,180
      
27,690
    


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
  
32,101,954
    
485,567
      
89,774
      
1,352,178
  


Stockholder Proposal Regarding ESG Disclosure Related to Pork Housing. The resolution presented by the Humane Society of the United States was not approved by the stockholders of the Company. The following is a breakdown of the voting results:

FOR
  
AGAINST
    
ABSTAIN
    
BROKER
NON-VOTES
  
13,524,903
    
18,824,149
      
328,243
      
1,352,178
  

 
 
 
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.
   
 
 
Date:  May 2, 2022
/s/ Ann B. Gugino
 
Ann B. Gugino
 
Chief Financial Officer