Papa John's International Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$PZZA
Restaurants
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number: 0-21660
(Exact name of registrant as specified in its charter)
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(502 ) 261-7272
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2025, Papa John’s International, Inc. (the "Company") announced the promotion of Caroline Miller Oyler to the newly created role of Chief Administrative Officer (CAO), effective the same day. Ms. Oyler will continue to oversee the Company’s legal, safety and security, internal audit and risk departments, and will assume additional responsibilities overseeing the Company’s human resources department.
In connection with her promotion, the Compensation Committee of the Board of Directors of the Company has approved an increase in Ms. Oyler’s compensation, which includes an increased annual base salary of $575,000, the same annual cash incentive target opportunity of 75% of base salary, and an increased annual long-term incentive opportunity with a value of $650,000, which will be pro-rated for 2025 based upon her time in service. In addition, Ms. Oyler will be granted a one-time equity award of $100,000 in restricted stock, one-third of which will vest on each anniversary of the grant date. Further information regarding the Company’s executive compensation program is available in our most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 27, 2025.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on June 5, 2025, announcing Ms. Oyler’s promotion. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description of Exhibit | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PAPA JOHN’S INTERNATIONAL, INC. | |||||
| (Registrant) | |||||
Date: June 5, 2025 | /s/ Todd A. Penegor | ||||
| Todd A. Penegor | |||||
| President and Chief Executive Officer | |||||