8-K
filed October 12, 2023, 7:59 PM ET
ticker DPZ
CIK 0001286681
other
confidence high
sentiment neutral
materiality 0.30
Domino's Pizza amends bylaws to add proxy access for director nominations
DOMINOS PIZZA INC
- Stockholders holding 3%+ of shares for 3+ years can nominate up to 20% of board seats.
- Nominations must be submitted 120 to 90 days before prior year's proxy statement anniversary.
- Emergency bylaw provision added to ensure board continuity under Delaware law.
- Non-white proxy cards required for stockholder solicitors; white card reserved for company.
- Other amendments align with recent DGCL changes and include clarifying updates.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
DOMINOS PIZZA INC: Updated proxy card color rule requiring any stockholder soliciting proxies to use a non-white proxy card, reserving white for the Company (effective 2023-10-10).
- Change
- bylaw amendment
- Effective
- 2023-10-10
Exact text from the filing
Further, Section 2.11 of the Amended By-Laws has been updated to provide that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card reserved for exclusive use by the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
DOMINOS PIZZA INC: Adopted proxy access provision allowing stockholders owning 3% or more of outstanding common stock continuously for at least three years to nominate director candidates for inclusion in proxy materials (effective 2023-10-10).
- Change
- bylaw amendment
- Effective
- 2023-10-10
Exact text from the filing
On October 10, 2023, the Board of Directors (the “Board”) of Domino’s Pizza, Inc. (the “Company”) approved the Company’s Fourth Amended and Restated By-Laws (as so amended and restated, the “Amended By-Laws”), effective as of such date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
DOMINOS PIZZA INC: Added an emergency by-law provision to ensure continued Board operation during emergencies as contemplated by Delaware law (effective 2023-10-10).
- Change
- bylaw amendment
- Effective
- 2023-10-10
Exact text from the filing
Section 3.16 of the Amended By-Laws now includes an emergency by-law provision to ensure the continued ability of the Board to operate in the event that there is an emergency as contemplated by Section 110 of the Delaware General Corporation Law (the “DGCL”).
View on SEC.gov
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