Papa Johns repurchases $180M shares from Starboard; Board Chair Smith resigns, Coleman appointed

PAPA JOHNS INTERNATIONAL INC

Repurchased 2,176,928 shares from Starboard at $82.52/share (~$180M), a ~4% discount to March 1 close.
Starboard's ownership drops to ~2% of outstanding shares after repurchase.
Jeffrey Smith resigns from Board effective March 1; Christopher Coleman appointed new independent Chair.
Repurchase funded by cash on hand and revolving credit; ~$90M remains under $425M authorization.
Company has spent >$410M on buybacks since 2020, repurchasing >10% of shares outstanding.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Jeffrey C. Smith

Chair of the Board

PZZA · PAPA JOHNS INTERNATIONAL INC

Effective: 2023-03-01
Successor: Christopher L. Coleman
Filed: March 2, 2023, 6:59 PM ET

On March 1, 2023, Jeffrey C. Smith, Chair of the Board, who is also the Chief Executive Officer of Starboard Value LP, notified the Board that he would be resigning from the Board effective immediately.

Appointed

Christopher L. Coleman

Chair of the Board

PZZA · PAPA JOHNS INTERNATIONAL INC

Effective: 2023-03-01
Filed: March 2, 2023, 6:59 PM ET

Effective as of Mr. Smith’s departure, Christopher L. Coleman will serve as the Chair of the Board.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Jeffrey C. Smith resigned as Chair of the Board at PAPA JOHNS INTERNATIONAL INC.

Action: resigned
Role: Chair of the Board

Exact text from the filing

On March 1, 2023, Jeffrey C. Smith, Chair of the Board, who is also the Chief Executive Officer of Starboard Value LP, notified the Board that he would be resigning from the Board effective immediately.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Christopher L. Coleman was appointed as Chair of the Board at PAPA JOHNS INTERNATIONAL INC.

Action: appointed
Role: Chair of the Board

Exact text from the filing

Effective as of Mr. Smith’s departure, Christopher L. Coleman will serve as the Chair of the Board.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PAPA JOHNS INTERNATIONAL INC entered into Share Repurchase Agreement with certain funds affiliated with, or managed by, Starboard Value LP valued at approximately $180.0 million (effective 2023-03-01).

Action: entry
Agreement: equity purchase
Counterparty: certain funds affiliated with, or managed by, Starboard Value LP
Value: approximately $180.0 million
Effective: 2023-03-01

Exact text from the filing

On March 1, 2023, Papa John’s International, Inc. (the “ Company ”) entered into a Share Repurchase Agreement (the “ Repurchase Agreement ”) with certain funds affiliated with, or managed by, Starboard Value LP (each, a “ Seller ” and collectively the “ Sellers ”), pursuant to which the Company is repurchasing from the Sellers 2,176,928 shares of the Company’s common stock, par value $0.01 per share (“ Common Stock ”).

View on SEC.gov

301 material agreements filed in the last 30 days. Browse all material agreements →

PAPA JOHNS INTERNATIONAL INC filing history →

Source: SEC EDGAR

accession 0001104659-23-027683

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