Papa John’s International (PZZA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 1, 2025, with virtual participation and voting options for shareholders.

• Key business items include director elections, auditor ratification, incentive plan amendment, executive compensation advisory vote, and a shareholder proposal on voting standards.

• 2024 was marked by leadership transitions, including a new CEO and several executive appointments.

• Company faced a challenging consumer environment, with a 4% revenue decline and negative comparable sales, but maintained adjusted operating income through operational discipline.

• Continued focus on operational excellence, technology transformation, and customer experience.

Voting matters and shareholder proposals

• Shareholders to elect eight directors, ratify Ernst & Young as auditors, approve an amendment to the 2018 Omnibus Incentive Plan (adding 4.9 million shares), and provide advisory approval of executive compensation.

• A shareholder proposal seeks to replace supermajority voting requirements with a simple majority standard; the Board makes no recommendation on this proposal.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; diverse in gender, race, and professional background.

• Board committees (Audit, Compensation, Corporate Governance and Nominating) are composed solely of independent directors.

• Annual board and committee self-evaluations, with a focus on skills, diversity, and effectiveness.

• Majority voting standard for uncontested director elections; robust code of ethics and business conduct.

• Stockholder engagement is ongoing, with feedback informing governance and compensation decisions.