PAPA JOHNS INTERNATIONAL INC
For the period ended May 1, 2025. Filed Mar 27, 2025.
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May 1, 2025 · Filed Mar 27, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant x | |
|---|---|
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
| Papa John’s International, Inc. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0 - 11 |
Notice of Annual Meeting of Stockholders
| Thursday, May 1, 202511:00 a.m. Eastern Time | Virtual Meeting Site :www.virtualshareholdermeeting.com/PZZA2025 |
|---|
Items of Business
Election of the eight directors nominated by the Board of Directors named in the attached Proxy Statement;
Ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2025;
Approval of an amendment to Papa John's International, Inc.'s 2018 Omnibus Incentive Plan to increase the amount of shares reserved for issuance by 4,900,000 shares;
Advisory approval of the Company’s executive compensation;
A stockholder proposal contained in this Proxy Statement, if properly presented at the Annual Meeting; and
Such other business as may properly come before the meeting or any adjournment or postponement thereof.
Record Date March 11, 2025
A Proxy Statement describing matters to be considered at the Annual Meeting is attached to this Notice. Only stockholders of record at the close of business on March 11, 2025 are entitled to receive notice of and to vote at the meeting or any adjournment or postponement thereof.
Stockholders are cordially invited to participate in the meeting virtually via our live webcast. Following the formal items of business to be brought before the meeting, we will discuss our 2024 results and answer your questions.
Thank you for your continued support of Papa Johns.
By Order of the Board of Directors,
| Christopher L. Coleman | |
|---|---|
| Chair | March 27, 2025 |
| Internet | Telephone | Webcast | |
|---|---|---|---|
| Visit the website noted onyour proxy card to vote via theInternet. | Use the toll - free telephonenumber on your proxy card tovote by telephone. | Sign, date and return yourproxy card in the enclosedenvelope to vote by mail. | Participate in the meeting and vote at www.virtualshareholdermeeting.com/PZZA2025 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 1, 2025 — this Proxy Statement and the Papa John’s 2024 Annual Report are available athttps://ir.papajohns.com/2025-annual-meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.