---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-027683"
form_type: "8-K"
ticker: "PZZA"
cik: "0000901491"
company_name: "PAPA JOHNS INTERNATIONAL INC"
filed_at: "2023-03-02T23:59:59+00:00"
generated_at: "2026-06-18T16:45:18.393980+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-23-027683
- form_type: 8-K
- ticker: PZZA
- cik: 0000901491
- company_name: PAPA JOHNS INTERNATIONAL INC
- filed_at: 2023-03-02T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/tm238294d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-027683
- JSON: https://secwatch.observer/filing/0001104659-23-027683.json
- Plain text: https://secwatch.observer/filing/0001104659-23-027683.txt

## Key facts
- Executive change
  Jeffrey C. Smith resigned as Chair of the Board at PAPA JOHNS INTERNATIONAL INC.
  - Action: resigned
  - Role: Chair of the Board
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm
- Executive change
  Christopher L. Coleman was appointed as Chair of the Board at PAPA JOHNS INTERNATIONAL INC.
  - Action: appointed
  - Role: Chair of the Board
  source text: Effective as of Mr. Smith’s departure, Christopher L. Coleman will serve as the Chair of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm
- Material Agreements
  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
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.