Papa John’s International (PZZA) Proxy Filing summary

Executive summary

• Transformation strategy in 2025 focused on brand health, innovation, marketing, technology, customer experience, and franchisee partnerships, resulting in improved customer perceptions, loyalty program growth, and five consecutive quarters of positive international sales comps.

• Achieved $4.9B in global systemwide sales and $2.1B in total revenues for 2025, with $201M in adjusted EBITDA and $32M in net income.

• Streamlined G&A and organizational structure to support transformation, targeting $25M in enterprise cost savings by 2027, with $13M expected in 2026.

• Board and management actively engaged with shareholders, incorporating feedback into governance and strategic decisions.

Voting matters and shareholder proposals

• Election of eight directors, ratification of Ernst & Young LLP as independent auditors, advisory approval of executive compensation, amendment to remove supermajority voting provisions, amendment to reduce special meeting ownership threshold to 25%, and a shareholder proposal to lower the threshold further to 15%.

• Board recommends voting for all management proposals and against the shareholder proposal to lower the special meeting threshold to 15%.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent, with diverse expertise in finance, operations, technology, and governance.

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

• Annual board self-evaluation and regular shareholder engagement implemented; recent changes include more strategic sessions and offsite meetings.

• Majority voting standard for director elections and robust code of ethics and business conduct in place.