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):
October 24, 2023

Commission File Number:  000-21660

PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
  Delaware
 61-1203323
  
  (State or other jurisdiction of (I.R.S. Employer Identification  
  incorporation or organization) Number)  

2002 Papa Johns Boulevard
Louisville, Kentucky  40299-2367
(Address of principal executive offices)

(502) 261-7272
(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class:
    
Trading Symbol
    
Name of each exchange on which registered:
Common stock, $0.01 par value
  
PZZA
  
The NASDAQ Stock Market LLC

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 October 24, 2023, the Board of Directors (the “Board”) of Papa John’s International, Inc. (the “Company”) increased the size of the Board from eight to ten directors and appointed John Garratt and Stephen Gibbs to the Board, effective immediately. Mr. Garratt and Mr. Gibbs will serve terms lasting until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.  Mr. Garratt and Mr. Gibbs were recommended for appointment to the Board by the Board’s Corporate Governance and Nominating Committee of the Board following a director search process led by the committee.

Mr. Garratt and Mr. Gibbs will participate in the current director compensation arrangements applicable to the Company’s non-employee directors, which are described under “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2023.

Mr. Garratt and Mr. Gibbs were both named to serve on the Audit Committee of the Board.

There were no arrangements or understandings between Mr. Garratt or Mr. Gibbs and any other persons pursuant to which they were selected as directors. Mr. Garratt and Mr. Gibbs do not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.
 
The Company issued a press release on October 24, 2023 announcing the appointment of Mr. Garratt and Mr. Gibbs to the Board. 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
104
Cover page Interactive Data File - the cover page XBRL tags are 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 hereunto duly authorized.
 
 
PAPA JOHN’S INTERNATIONAL, INC.
 
 
 
 
Date:  October 24, 2023
/s/ Caroline Miller Oyler
 
 
Caroline Miller Oyler
 
 
Chief Legal & Risk Officer and Corporate Secretary