DPZ 8-K
Dominos Pizza Inc (DPZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization)
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| |
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| (Address of Principal Executive Offices) | (Zip Code) |
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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class |
Trading |
Name of Each Exchange on Which Registered | ||
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 2024 Annual Meeting of Shareholders of Domino’s Pizza, Inc. (the “Company”) was held on April 25, 2024. A total of 30,588,312 shares were present or represented by proxy at the meeting, representing 87.82% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:
| 1. | ELECTION OF DIRECTORS |
Proposal One was the election of nine nominees to serve as Directors of the Company, each for a term of one year expiring at the Company’s 2025 annual meeting of shareholders, until their respective successors are duly elected or qualified or until his or her earlier death, resignation or removal. The result of the vote was as follows:
| FOR | WITHHELD | |||||||||||||||||||
| Nominee |
# of Votes | % of Votes Cast |
# of Votes | % of Votes Cast |
Broker Non-Votes |
|||||||||||||||
| David A. Brandon |
27,356,090 | 96.11 | % | 1,107,693 | 3.89 | % | 2,124,529 | |||||||||||||
| C. Andrew Ballard |
28,171,449 | 98.97 | % | 292,334 | 1.03 | % | 2,124,529 | |||||||||||||
| Andrew B. Balson |
27,426,359 | 96.36 | % | 1,037,424 | 3.64 | % | 2,124,529 | |||||||||||||
| Corie S. Barry |
27,794,593 | 97.65 | % | 669,190 | 2.35 | % | 2,124,529 | |||||||||||||
| Diana F. Cantor |
27,529,413 | 96.72 | % | 934,370 | 3.28 | % | 2,124,529 | |||||||||||||
| Richard L. Federico |
27,662,398 | 97.18 | % | 801,385 | 2.82 | % | 2,124,529 | |||||||||||||
| James A. Goldman |
27,669,165 | 97.21 | % | 794,618 | 2.79 | % | 2,124,529 | |||||||||||||
| Patricia E. Lopez |
27,118,396 | 95.27 | % | 1,345,387 | 4.73 | % | 2,124,529 | |||||||||||||
| Russell J. Weiner |
28,053,732 | 98.56 | % | 410,051 | 1.44 | % | 2,124,529 | |||||||||||||
Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional Director nominations brought before the Meeting.
| 2. | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Proposal Two was the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year. The result of the vote was as follows:
| FOR |
AGAINST |
|||||||||
| # of Votes |
% of Votes Cast |
# of Votes |
% of Votes Cast |
Abstain |
Broker Non-Votes | |||||
| 29,565,810 | 96.77% | 986,363 | 3.23% | 36,139 | — | |||||
Pursuant to the foregoing votes, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year was approved.
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY) |
Proposal Three was the advisory vote on the approval of the executive compensation of the named executive officers of the Company. The result of the vote was as follows:
| FOR |
AGAINST |
|||||||||
| # of Votes |
% of Votes Cast |
# of Votes |
% of Votes Cast |
Abstain |
Broker Non-Votes | |||||
| 26,692,269 | 93.91% | 1,732,048 | 6.09% | 39,466 | 2,124,529 | |||||
Pursuant to the foregoing votes, the executive compensation of the named executive officers of the Company was approved in this non-binding advisory vote.
| 4. | SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE |
Proposal Four was a shareholder proposal requesting the implementation of a simple majority vote requirement, as described in the Company’s proxy statement. The result of the vote was as follows:
| FOR |
AGAINST |
|||||||||
| # of Votes |
% of Votes Cast |
# of Votes |
% of Votes Cast |
Abstain |
Broker Non-Votes | |||||
| 27,628,367 | 98.82% | 330,606 | 1.18% | 504,809 | 2,124,530 | |||||
Pursuant to the foregoing votes, the shareholder proposal requesting the implementation of a simple majority vote requirement was approved.
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.
| DOMINO’S PIZZA, INC. | ||||||
| (Registrant) | ||||||
| Date: April 29, 2024 | /s/ Kevin S. Morris | |||||
| Kevin S. Morris Executive Vice President, General Counsel and Corporate Secretary | ||||||