Papa John’s (NASDAQ: PZZA) investors back board but keep supermajority

Rhea-AI Filing Summary

Papa John’s International, Inc. held its annual meeting of stockholders, where 33,765,517 shares were eligible to vote. Stockholders elected all eight director nominees to one‑year terms and ratified Ernst & Young LLP as the independent auditor for 2026.

Investors gave advisory approval to the Company’s executive compensation program. However, proposed amendments to the Certificate of Incorporation to remove supermajority voting provisions and to reduce the special meeting ownership threshold did not receive sufficient support to pass. A separate stockholder proposal from The Accountability Board on the special meeting ownership threshold was also not approved.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Eligible voting shares: 33,765,517 shares Common stock outstanding: 32,891,091 shares Restricted stock voting: 874,426 shares +5 more

8 metrics

Eligible voting shares 33,765,517 shares Shares eligible to vote at the April 30, 2026 annual meeting

Common stock outstanding 32,891,091 shares Common stock outstanding as of the record date

Restricted stock voting 874,426 shares Restricted stock with voting rights included in eligible shares

Auditor ratification votes for 26,645,289 votes Votes for ratifying Ernst & Young LLP as 2026 auditor

Say-on-pay votes for 18,808,761 votes Advisory approval of executive compensation

Supermajority removal votes for 21,179,588 votes For amendment to remove supermajority voting provisions

Company special meeting threshold votes for 20,526,171 votes For Company proposal to reduce special meeting ownership threshold

Stockholder proposal votes for 10,889,212 votes For stockholder proposal regarding special meeting ownership threshold

Key Terms

broker non-votes, advisory approval of executive compensation, supermajority voting provisions, special meeting ownership threshold, +1 more

5 terms

broker non-votes financial

"BROKER NON-VOTES 20,360,271 ... | ... | ... | 4,694,088"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory approval of executive compensation financial

"Advisory Approval of the Company’s Executive Compensation. The stockholders of the Company approved"

supermajority voting provisions financial

"Amendment to the Company's Certificate of Incorporation to remove supermajority voting provisions."

special meeting ownership threshold financial

"Amendment to the Company's Certificate of Incorporation to reduce special meeting ownership threshold."

restricted stock with voting rights financial

"32,891,091 shares of common stock ... and 874,426 shares of restricted stock with voting rights."

Understanding 8-K Material Events →

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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 30, 2026

Commission File Number: 0-21660

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 Papa John's International, Inc. (the "Company") was held on April 30, 2026. There were 33,765,517 shares eligible to vote at the Annual Meeting, consisting of 32,891,091 shares of common stock outstanding as of the record date and 874,426 shares of restricted stock with voting rights. 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 a term of one year and 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			20,360,271			1,726,278			18,534			4,694,088
John W. Garratt			21,823,223			263,889			17,971			4,694,088
Stephen L. Gibbs			21,880,158			184,638			40,287			4,694,088
Laurette T. Koellner			20,429,252			1,642,489			33,342			4,694,088
Jocelyn C. Mangan			21,734,652			331,936			38,495			4,694,088
Sonya E. Medina			21,737,910			344,761			22,412			4,694,088
John C. Miller			21,904,335			182,721			18,027			4,694,088
Todd A. Penegor			20,483,676			1,579,290			42,117			4,694,088

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 2026. The following is a breakdown of the voting results:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
26,645,289			96,489			57,393			—

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
18,808,761			3,246,150			50,172			4,694,088

Amendment to the Company's Certificate of Incorporation to remove supermajority voting provisions. The stockholders of the Company did not approve a resolution to remove supermajority voting provisions from the Company's Amended and Restated Certificate of Incorporation. The following is a breakdown of the voting results:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
21,179,588			899,339			26,156			4,694,088

Amendment to the Company's Certificate of Incorporation to reduce special meeting ownership threshold. The stockholders of the Company did not approve a resolution to reduce the special meeting ownership threshold in the Company's Amended and Restated Certificate of Incorporation. The following is a breakdown of the voting results:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
20,526,171			1,549,430			29,482			4,694,088

Stockholder Proposal Regarding Special Meeting Ownership Threshold. The resolution presented by The Accountability Board was not approved by the stockholders of the Company. The following is a breakdown of the voting results:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
10,889,212			11,070,599			145,272			4,694,088

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 thereunto duly authorized.

			PAPA JOHN’S INTERNATIONAL, INC.
			(Registrant)
Date: May 5, 2026			/s/ Caroline Miller Oyler
			Caroline Miller Oyler
			Chief Administrative Officer and Corporate Secretary

FAQ

What did Papa John’s (PZZA) shareholders approve at the 2026 annual meeting?

Shareholders re-elected all eight director nominees and ratified Ernst & Young LLP as independent auditor for 2026. They also approved, on an advisory basis, the Company’s executive compensation program, indicating broad support for current leadership and pay practices.

How many Papa John’s (PZZA) shares were eligible to vote at the meeting?

A total of 33,765,517 shares were eligible to vote, including 32,891,091 shares of common stock and 874,426 shares of restricted stock with voting rights. This figure represents the full voting base used to determine the outcome of each proposal.

Did Papa John’s (PZZA) shareholders approve the say-on-pay proposal?

Yes. The advisory vote on executive compensation received 18,808,761 votes for, 3,246,150 against, and 50,172 abstentions, with 4,694,088 broker non-votes. This result reflects shareholder support for the Company’s current executive pay structure.

Was the proposal to remove supermajority voting at Papa John’s (PZZA) approved?

No. The amendment to remove supermajority voting provisions received 21,179,588 votes for, 899,339 against, and 26,156 abstentions, plus 4,694,088 broker non-votes. Despite strong support, it did not achieve the level of approval required for adoption.

What happened to proposals on Papa John’s (PZZA) special meeting ownership threshold?

Two related items failed. A Company proposal to reduce the ownership threshold drew 20,526,171 votes for and 1,549,430 against, while a stockholder proposal from The Accountability Board received 10,889,212 votes for and 11,070,599 against, so neither was approved.

How did shareholders vote on the Papa John’s (PZZA) independent auditor?

Shareholders ratified Ernst & Young LLP as independent auditor for 2026, with 26,645,289 votes for, 96,489 against, and 57,393 abstentions. This strong support confirms investor acceptance of the Company’s chosen audit firm.

Filing Exhibits & Attachments

3 documents

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