---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-26-030804"
form_type: "8-K"
ticker: "PZZA"
cik: "0000901491"
company_name: "PAPA JOHNS INTERNATIONAL INC"
filed_at: "2026-05-06T23:59:59+00:00"
generated_at: "2026-05-14T23:05:39.255487+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Papa John's governance proposals fail at annual meeting; all directors elected

## Summary
- 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.

## SEC filing metadata
- accession: 0001628280-26-030804
- form_type: 8-K
- ticker: PZZA
- cik: 0000901491
- company_name: PAPA JOHNS INTERNATIONAL INC
- filed_at: 2026-05-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/0001628280-26-030804-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/pzza-20260430.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-26-030804
- JSON: https://secwatch.observer/filing/0001628280-26-030804.json
- Plain text: https://secwatch.observer/filing/0001628280-26-030804.txt

## Key facts
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/0001628280-26-030804-index.htm
- Shareholder Votes
  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
  source text: Advisory Approval of the Company’s Executive Compensation. The stockholders of the Company approved a resolution on advisory approval of executive compensation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/0001628280-26-030804-index.htm
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/0001628280-26-030804-index.htm
- Shareholder Votes
  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
  source text: Stockholder Proposal Regarding Special Meeting Ownership Threshold. The resolution presented by The Accountability Board was not approved by the stockholders of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/0001628280-26-030804-index.htm
- Shareholder Votes
  PAPA JOHNS INTERNATIONAL INC shareholders approved Election of directors at the 2026-04-30 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-04-30
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/0001628280-26-030804-index.htm
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/901491/000162828026030804/0001628280-26-030804-index.htm

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