8-K
filed May 6, 2026, 7:59 PM ET
ticker PZZA
CIK 0000901491
other material
confidence high
sentiment neutral
materiality 0.15
Papa John's governance proposals fail at annual meeting; all directors elected
PAPA JOHNS INTERNATIONAL INC
- All eight director nominees elected; broker non-votes of ~4.7M shares on each.
- Ernst & Young ratified as independent auditor with 99.6% of votes cast in favor.
- Amendment to remove supermajority voting provisions failed despite 95.9% approval of votes cast.
- Amendment to reduce special meeting ownership threshold also failed with 92.5% approval of votes cast.
- Stockholder proposal on special meeting threshold defeated with 48.1% for, 48.9% against among votes cast.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PAPA JOHNS INTERNATIONAL INC shareholders rejected Amendment to remove supermajority voting provisions at the 2026-04-30 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-04-30
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PAPA JOHNS INTERNATIONAL INC shareholders approved Advisory approval of executive compensation at the 2026-04-30 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
Advisory Approval of the Company’s Executive Compensation. The stockholders of the Company approved a resolution on advisory approval of executive compensation.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PAPA JOHNS INTERNATIONAL INC shareholders rejected Amendment to reduce special meeting ownership threshold at the 2026-04-30 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-04-30
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PAPA JOHNS INTERNATIONAL INC shareholders rejected Stockholder proposal regarding special meeting ownership threshold at the 2026-04-30 meeting.
- Outcome
- failed
- Meeting
- 2026-04-30
Exact text from the filing
Stockholder Proposal Regarding Special Meeting Ownership Threshold. The resolution presented by The Accountability Board was not approved by the stockholders of the Company.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PAPA JOHNS INTERNATIONAL INC shareholders approved Election of directors at the 2026-04-30 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PAPA JOHNS INTERNATIONAL INC shareholders approved Ratification of Ernst & Young LLP as independent auditors for 2026 at the 2026-04-30 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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.
View on SEC.gov
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