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):
October 5, 2020
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
|
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 5, 2020, Papa John’s International, Inc. (the "Company") announced the appointment of Ann B. Gugino as the Company’s Chief Financial Officer (CFO). Ms. Gugino will serve as the Company’s principal financial officer and principal accounting officer. Steven R. Coke, who has been serving as interim principal financial and principal accounting officer prior to Ms. Gugino’s appointment, will continue in his role as Vice President, Investor Relations and Strategy.
Prior to joining the Company, Ms. Gugino served as Senior Vice President, Financial Planning and Analysis at Target Corporation since 2018, where she provided overall strategy, guidance and direction in the development and execution of Target’s planning, analysis and capital investment portfolios. Prior to that, Ms. Gugino spent 18 years at Patterson Companies Inc., including four years as Executive Vice President and Chief Financial Officer.
The Compensation Committee of the Board of Directors of the Company has approved Ms. Gugino’s compensation, which will include an annual base salary of $550,000, an annual cash incentive target opportunity of 75% of base salary, and an annual long-term incentive opportunity with a value of $740,000 commencing with the Company’s 2021 long term incentive grant. In addition, Ms. Gugino will be granted sign-on compensation intended to partially replace the value of her equity awards and other compensation forfeited from her prior employer, consisting of (i) a $475,000 sign on cash bonus, which is subject to claw-back provisions, and (ii) $1,300,000 in restricted stock, which will be granted on Ms. Gugino’s first day of employment, one-third of which will vest on each anniversary of the grant date. Ms. Gugino will be entitled to relocation and other executive benefits. Further information regarding the Company’s executive compensation program is available in our most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 20, 2020.
Ms. Gugino has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding between her and any other person required to be disclosed pursuant to Item 401(b) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on October 5, 2020. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
104 Cover page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.
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: October 5, 2020 | /s/ Caroline Miller Oyler |
| | Caroline Miller Oyler |
| | Chief Legal & Risk Officer and Corporate Secretary |
