Domino’s Pizza, Inc.
INSIDER TRADING POLICY
Amended and Restated as of May 16, 2023
This policy applies to all Team Members, Officers and Directors and certain Consultants, as further described herein. This policy is designed to prevent insider trading or allegations of insider trading, and to protect the Company’s reputation for integrity and ethical conduct. It is your obligation to understand and comply with this policy. Should you have any questions regarding this policy, please contact [***].
BACKGROUND
Domino’s Pizza, Inc.’s Board of Directors has adopted this Insider Trading Policy for our directors, officers, team members and consultants with respect to the trading of the Company’s securities, as well as the securities of publicly-traded companies with whom we have a business relationship.
Federal and state securities laws prohibit the purchase or sale of a company’s securities by persons who are aware of material information about that company that is not generally known or available to the public. These laws also prohibit persons who are aware of such material nonpublic information from disclosing this information to others who may trade. Companies and their controlling persons may also be subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel.
It is important that you understand the breadth of activities that constitute illegal insider trading and the consequences, which can be severe. The U.S. Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority investigate and are very effective at detecting insider trading. The SEC, together with the U.S. Attorneys, pursue insider trading violations vigorously. Cases have been successfully prosecuted against trading by team members through foreign accounts, trading by family members and friends, and trading involving only a small number of shares.
PENALTIES FOR NONCOMPLIANCE
Civil and Criminal Penalties. Potential penalties for insider trading violations include
(1) imprisonment for up to 20 years, (2) criminal fines of up to $5 million and (3) civil fines of up to three times the profit gained or loss avoided.
Controlling Person Liability. If the Company fails to take appropriate steps to prevent illegal insider trading, the Company may have “controlling person” liability for a trading violation, with civil penalties of up to the greater of $1 million and three times the profit gained or loss avoided,
as well as criminal penalty of up to $25 million. The civil penalties can extend personal liability to the Company’s directors, officers and other supervisory personnel if they fail to take appropriate steps to prevent insider trading.
Company Sanctions. Failure to comply with this policy may also subject you to Company- imposed sanctions, including dismissal for cause, whether or not your failure to comply with this policy results in a violation of law.
SCOPE OF POLICY
Persons Covered. As a director, officer, team member or consultant of the Company or its subsidiaries, this policy applies to you. The same restrictions that apply to you apply to your family members who reside with you, anyone else who lives in your household and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in Company securities). You are responsible for the actions of such individuals and for making sure that the purchase or sale of any security covered by this policy by any such person complies with this policy.
Companies Covered. The prohibition on insider trading in this policy is not limited to trading in the Company’s securities. It includes trading in the securities of other firms, such as customers or suppliers of the Company and those with which the Company may be negotiating major transactions, such as an acquisition, investment, sale or material contract. Information that is not material to the Company may nevertheless be material to one of those other firms.
Transactions Covered. Trading includes purchases and sales of stock, derivative securities such as put and call options and convertible debentures or preferred stock, and debt securities (debentures, bonds and notes). Trading also includes certain transactions under Company plans, as follows:
•Sale of Vested Performance Shares and Restricted Stock. This policy’s trading restrictions generally apply to the sale of vested performance shares and restricted stock.
•Stock Option Exercises. This policy’s trading restrictions generally do not apply to the exercise of a stock option. The trading restrictions do apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise.
•Team Member Stock Purchase Plan. This policy’s trading restrictions do not apply to purchases of Company stock in the team member stock purchase plan resulting from your periodic payroll contributions to the plan under an election you made at the time of enrollment in the plan. The trading restrictions do apply to your sales of Company stock purchased under the plan.
•401(k) Plan. This policy’s trading restrictions do not apply to contribution of Company stock fund in the 401(k) plan from your periodic contribution of money to the plan pursuant to your payroll deduction election. The trading restrictions do apply, however, to elections you may make under the 401(k) plan to (a) make an intra-plan transfer of an existing account balance into or out of Company stock or the
Company stock fund, (b) borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock or Company stock fund balance, and (c) pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.
•Dividend Reinvestment Plan. This policy’s trading restrictions do not apply to purchases of Company stock under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on Company securities. The trading restrictions do apply, however, to voluntary purchases of Company stock resulting from additional contributions you choose to make to the plan, and to your election to participate in the plan or increase your level of participation in the plan. This policy also applies to your sale of any Company stock purchased pursuant to the plan.
Transaction Not Covered. If you own shares of a mutual fund that invests in the Company’s securities there are no restrictions on trading the shares of the mutual fund at any time.
STATEMENT OF POLICY
No Trading on Insider Information. You may not trade in the securities of the Company, directly or through family members or other persons or entities, if you are aware of any material nonpublic information relating to the Company. Similarly, you may not trade in the securities of any other company if you are aware of any material nonpublic information about that company which you obtained in the course of your employment with the Company.
No Tipping. You may not pass material nonpublic information on to others or recommend to anyone the purchase or sale of any securities when you are aware of such information. This practice, known as “tipping,” is a form of insider trading and also violates the federal securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though you did not trade and did not gain any benefit from another’s trading.
No Exception for Hardship. The existence of a personal financial emergency does not excuse you from compliance with this policy.
Blackout and Pre-Clearance Procedures. To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on the basis of inside information, the Company’s board of directors has adopted an Addendum to Insider Trading Policy (the “Addendum”) that applies to directors, executive officers subject to Section 16 of the Securities Exchange Act of 1934 (“executive officers”), and certain designated team members and consultants of the Company and its subsidiaries who have access to material nonpublic information about the Company. The Company reviews the individuals subject to the Addendum on a regular basis and will notify you if you are subject to the Addendum.
The Addendum generally prohibits persons covered by it from trading in the Company’s securities during quarterly blackout periods (beginning seven (7) days before the end of a quarter and ending after the second business day following the release of the Company’s earnings for that quarter) and during certain event-specific blackouts. Directors, executive officers and other covered persons also must pre-clear all transactions in the Company’s securities with the Company’s General Counsel or the Chief Executive Officer.
DEFINITION OF MATERIAL NONPUBLIC INFORMATION
Note that inside information has two important elements--materiality and public availability.
Material Information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Any information that could reasonably be expected to affect the price of the security is material. Common examples of material information are:
•The Company’s quarterly and annual financial results, prior to public announcement.
•Projections of future earnings or losses or other earnings guidance.
•Earnings that are inconsistent with the consensus expectations of the investment community.
•A pending or proposed merger, acquisition or tender offer or an acquisition or disposition of significant assets.
•Major events regarding the Company’s securities, including the declaration of a stock split, the offering of additional securities or a significant change in the amount or the ratings of the Company’s indebtedness.
•Severe financial liquidity problems.
•Actual or threatened major litigation or regulatory proceeding, or the resolution of such litigation or regulatory proceeding.
•Significant cyber or food safety incidents.
•New major contracts, orders, suppliers, customers or finance sources, or the loss thereof.
Both positive and negative information can be material. Because trading that receives scrutiny will be evaluated after the fact with the benefit of hindsight, questions concerning the materiality of particular information should be resolved in favor of materiality, and trading should be avoided.
Nonpublic Information. Nonpublic information is information that is not generally known or available to the public. One common misconception is that material information loses its “nonpublic” status as soon as a press release is issued disclosing the information. In fact, information is considered to be available to the public only when it has been released broadly to the marketplace (such as by a press release or an SEC filing) and the investing public has had time to absorb the information fully. As a general rule, information is considered nonpublic until the end of the second full trading day after the information is released. For example, if the Company announces financial earnings before trading begins on a Tuesday, the first time you can buy or sell Company securities is the opening of the market on Thursday (assuming you are not aware of other material nonpublic information at that time). However, if the Company announces earnings after trading begins on that Tuesday, the first time you can buy or sell Company securities is the opening of the market on Friday.
ADDITIONAL GUIDANCE
The Company considers it improper and inappropriate for those employed by or associated with the Company to engage in short term or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead to inadvertent violations of the insider trading laws. Accordingly, your trading in Company securities is subject to the following additional guidance.
Short Sales. You may not engage in short sales of the Company’s securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery).
Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sales contracts, involve the establishment of a short position in the Company’s securities and limit or eliminate your ability to profit from an increase in the value of the Company’s securities. Therefore, you are prohibited from engaging in any hedging or monetization transactions involving Company securities.
Publicly-Traded Options. You may not engage in transactions in publicly-traded options, such as puts, calls and other derivative securities, on an exchange or in any other organized market.
Standing Orders. Standing orders should be used only for a very brief period of time. A standing order placed with a broker to sell or purchase stock at a specified price leaves you without control over the timing of the transaction. A standing order transaction executed by the broker when you are aware of material nonpublic information may result in unlawful insider trading.
Margin Accounts and Pledges. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. Because a margin or foreclosure sale may occur when you are aware of material nonpublic information or otherwise are not permitted to trade, you are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception may be granted where you wish to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. If you wish to pledge Company securities as collateral for a loan, you must submit a request for approval to the Company’s General Counsel at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.
POST-TERMINATION TRANSACTIONS
This policy continues to apply to your transactions in Company securities even after you have terminated employment or other services to the Company or a subsidiary as follows: if you are aware of material nonpublic information when your employment or service relationship terminates, you may not trade in Company securities until that information has become public or is no longer material.
UNAUTHORIZED DISCLOSURE
Maintaining the confidentiality of Company information is essential for competitive, security and other business reasons, as well as to comply with securities laws. You should treat all information you learn about the Company or its business plans in connection with your employment as confidential and proprietary to the Company. Inadvertent disclosure of confidential or inside information may expose the Company and you to significant risk of investigation and litigation.
The timing and nature of the Company’s disclosure of material information to outsiders is subject to legal rules, the breach of which could result in substantial liability to you, the Company and its management. Accordingly, it is important that responses to inquiries about the Company by the press, investment analysts or others in the financial community be made on the Company’s behalf only through authorized individuals and you should refer any such inquiries to the Company’s Investor Relations department.
PERSONAL RESPONSIBILITY
You should remember that the ultimate responsibility for adhering to this policy and avoiding improper trading rests with you. If you violate this policy, the Company may take disciplinary action against you, including dismissal for cause.
COMPANY ASSISTANCE
Your compliance with this policy is of the utmost importance both for you and for the Company. If you have any questions about this policy or its application to any proposed transaction, you may obtain additional guidance from [***]. Do not try to resolve uncertainties on your own, as the rules relating to insider trading are often complex, not always intuitive and carry severe consequences.
CERTIFICATION
This policy is amended and restated as of May 16, 2023.
Domino’s Pizza, Inc.
ADDENDUM TO INSIDER TRADING POLICY—PRE-CLEARANCE AND BLACKOUT PROCEDURES
Amended and Restated as of May 16, 2023
To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on inside information, the Company’s Board of Directors has adopted this Addendum to Insider Trading Policy (this “addendum”). This addendum applies to directors, executive officers subject to Section 16 of the Securities Exchange of 1934 (“executive officers”) and certain designated employees and consultants of the Company and its subsidiaries who have access to material nonpublic information about the Company. The positions of the covered persons subject to the pre-clearance and blackout procedures of this addendum are listed on the attached Schedule I and are reviewed by the Company on a regular basis. The Company may from time to time designate other positions that are subject to this addendum and will amend Schedule I from time to time as necessary to reflect such changes or the resignation or change of status of any individual.
This addendum is in addition to and supplements the Company’s Insider Trading Policy. Directors and executive officers are also subject to additional procedures designed to address the two-day Form 4 filing requirement under Section 16 of the Securities Exchange Act of 1934. These procedures are covered in a separate memorandum. Should you have any questions regarding this addendum, please contact [***].
PRE-CLEARANCE PROCEDURES
The Company’s directors, executive officers and individuals designated as “Pre-Clearance Covered Persons” on Schedule I are covered by the following pre-clearance procedures.
Directors, executive officers and individuals designated as “Pre-Clearance Covered Persons” on Schedule I, together with their family members and other members of their household, may not engage in any transaction involving the Company’s securities (including a stock plan transaction such as an option exercise, or a gift, loan, pledge or hedge, contribution to a trust or any other transfer) without first obtaining pre-clearance of the transaction from the Company’s General Counsel or the Chief Executive Officer (each, the “compliance officer”). A request for pre-clearance should be submitted to the compliance officer at least two (2) business days
in advance of the proposed transaction. The compliance officer is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade. The compliance officer himself or herself may not trade in Company securities unless the other compliance officer has approved the trade(s) in accordance with the procedures set forth in this addendum.
BLACKOUT PROCEDURES
All directors, executive officers and individuals designated as “Blackout Covered Persons” on Schedule I are subject to the following blackout procedures.
Quarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities and the Company’s stock price. Therefore, to avoid even the appearance of trading on the basis of material nonpublic information, you may not trade in the Company’s securities during the period beginning seven (7) days prior to the end of the quarter and ending after the second (2nd) business day following the release of the Company’s earnings for the quarter.
Persons subject to these quarterly blackout periods include the persons currently listed as “Blackout Covered Persons” on Schedule I attached to this addendum and all other persons who may be informed by the compliance officer that they are subject to the quarterly blackout periods.
Interim Earnings Guidance and Event Specific Blackouts. The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trading will be blacked out while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market.
From time to time, an event may occur that is material to the Company and is known by only a few directors, executive officers or other designated individuals. So long as the event remains material and nonpublic, the persons who are aware of the event may not trade in the Company’s securities. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in the Company’s securities during an event-specific blackout period, the compliance officer will inform the requesting person of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the compliance officer to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information.
Directors and executive officers may also be subject to event-specific blackouts pursuant to the SEC’s Regulation Blackout Trading Restriction, which prohibits certain sales and other transfers by insiders during certain pension plan blackout periods.
Even if a blackout period is not in effect, at no time may you trade in Company securities if you are aware of material nonpublic information about the Company.
Hardship Exceptions. A “Blackout Covered Person” listed on Schedule I who is subject to a quarterly earnings blackout period and who has an unexpected and urgent need to sell Company stock in order to generate cash may, in appropriate circumstances, be permitted to sell Company stock even during the quarterly blackout period. Hardship exceptions may be granted only by the compliance officer and must be requested at least two (2) days in advance of the proposed trade. A hardship exception may be granted only if the compliance officer concludes that the Company’s earnings information for the applicable quarter does not constitute material nonpublic information. Under no circumstances will a hardship exception be granted during an event-specific blackout period or to a director or executive officer.
EXCEPTION FOR APPROVED 10b5-1 PLANS
Trades by individuals subject to this addendum in the Company’s securities that are executed pursuant to an approved 10b5-1 plan are not subject to the prohibition on trading on the basis of material nonpublic information contained in the Insider Trading Policy or to the restrictions set forth above relating to pre-clearance procedures and blackout periods.
Rule 10b5-1 provides an affirmative defense from insider trading liability under the federal securities laws for trading plans that meet certain requirements. In general, a 10b5-1 plan must be entered into before you are aware of material nonpublic information and may not be modified if the modifier possesses material nonpublic information. Once the plan is adopted, you must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party.
The Company requires that all 10b5-1 plans be approved in writing in advance by the compliance officer. 10b5-1 plans generally may not be adopted during a blackout period and may only be adopted if the person adopting the plan is unaware of material nonpublic information. Additionally, all 10b5-1 plans must comply with and be designed in accordance with all applicable laws and regulations, including but not limited to those applicable to Rule 10b5-1 promulgated by the SEC relating to required “cooling off” periods, limitations on overlapping plans and limitations on single-trade plans.
HEDGING TRANSACTIONS
In accordance with the Company’s Insider Trading Policy, you are prohibited from engaging in any hedging or monetization transactions involving Company securities.
POST-TERMINATION TRANSACTIONS
If you are aware of material nonpublic information when you terminate employment or services, you may not trade in the Company’s securities until that information has become
public or is no longer material. In all other respects, the procedures set forth in this addendum will cease to apply to your transactions in Company securities upon the expiration of any ‘blackout period” that is applicable to your transactions at the time of your termination of employment or services.
COMPANY ASSISTANCE
Your compliance with this addendum and the Company’s Insider Trading Policy is of the utmost importance both for you and for the Company. If you have any questions about this addendum, the Insider Trading Policy or their application to any proposed transaction, you may obtain additional guidance from the compliance officer.
CERTIFICATION
All directors, officers and other employees and consultants subject to the procedures set forth in this addendum must certify their understating of, and intent to comply with, the Company’s Insider Trading Policy and this addendum on the form attached to this addendum.
This addendum is amended and restated as of May 16, 2023 and, other than the Company’s Insider Trading Policy, supersedes any previous policy of the Company concerning insider trading restrictions applicable to directors, executive officers and other individuals subject to this addendum.
Schedule I
Pre-Clearance Covered Persons
Blackout Covered Persons
DOMINO’S PIZZA, INC.
ADDENDUM TO INSIDER TRADING POLICY—PRE-CLEARANCE AND BLACKOUT PROCEDURES
CERTIFICATION
To Domino’s Pizza, Inc.:
I, (name), have received and read a copy of the Domino’s Pizza, Inc. Insider Trading Policy dated May 16, 2023 and the Addendum to Insider Trading Policy—Pre-Clearance and Blackout Procedures dated May 16, 2023 regarding pre-clearance and blackout procedures. I hereby agree to comply with the specific requirements of the policy and the addendum in all applicable respects during my employment or other service relationship with Domino’s Pizza, Inc. I understand that my failure to comply in all applicable respects with the policy and the addendum is a basis for termination for cause of my employment or other service relationship with Domino’s Pizza, Inc.
(Signature)
(Date)
