Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 24, 2018

 

 

Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

 

001-32242   38-2511577
(Commission File Number)   (IRS Employer Identification No.)

 

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan

  48105
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (734) 930-3030

 

 

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.  ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting of Shareholders of Domino’s Pizza, Inc. (the “Company”) was held on April 24, 2018. A total of 37,856,503 shares were present or represented by proxy at the meeting, representing 87.89% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:

 

1. ELECTION OF DIRECTORS

Proposal one was the election of seven nominees to serve as Directors of the Company, each for a term of one year. The result of the vote was as follows:

 

     FOR     WITHHELD        

Nominee

   # of Votes      % of
Votes Cast
    # of Votes      % of
Votes Cast
    Broker
Non-Votes
 

David A. Brandon

     33,970,955        97.99     697,770        2.01     3,187,778  

C. Andrew Ballard

     30,147,734        86.96     4,520,991        13.04     3,187,778  

Andrew B. Balson

     33,766,454        97.40     902,271        2.60     3,187,778  

Diana F. Cantor

     30,008,337        86.56     4,660,388        13.44     3,187,778  

J. Patrick Doyle

     34,417,982        99.28     250,743        0.72     3,187,778  

Richard L. Federico

     34,484,173        99.47     184,552        0.53     3,187,778  

James A. Goldman

     29,730,899        85.76     4,937,826        14.24     3,187,778  

Pursuant to the foregoing votes, the seven nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional Director nominations brought before the Meeting.

 

2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Proposal two was the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accountant for the current fiscal year. The result of the vote was as follows:

 

FOR

 

AGAINST

       

# of Votes

 

% of

Votes Cast

 

# of Votes

 

% of

Votes Cast

 

Abstain

 

Broker

Non-Votes

37,183,437   98.31%   637,349   1.68%   35,717   -

Pursuant to the foregoing votes, the ratification of PricewaterhouseCoopers LLP as the independent registered public accountant for the current fiscal year was approved.

 

3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

Proposal three was the advisory vote on the approval of the executive compensation of the named executive officers of Domino’s Pizza, Inc. The result of the vote was as follows:

 

FOR

 

AGAINST

       

# of Votes

 

% of

Votes Cast

 

# of Votes

 

% of

Votes Cast

 

Abstain

 

Broker

Non-Votes

30,006,028   86.61%   4,635,639   13.38%   27,058   3,187,778

Pursuant to the foregoing votes, the executive compensation of the named executive officers of Domino’s Pizza, Inc. was approved in this non-binding advisory vote.


4. SHAREHOLDER PROPOSAL REGARDING DEFORESTATION AND RELATED HUMAN RIGHTS

Proposal four was a vote to consider a shareholder proposal submitted by the New York State Common Retirement Fund requesting that the Company adopt a policy and implementation plan to eliminate deforestation and related human rights issues from its supply chain. The result of the vote was as follows:

 

FOR

 

AGAINST

       

# of Votes

 

% of

Votes Cast

 

# of Votes

 

% of

Votes Cast

 

Abstain

 

Broker

Non-Votes

10,085,685   30.60%   22,875,889   69.40%   1,707,151   3,187,778

Pursuant to the foregoing votes, the shareholder proposal was not approved.


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.

 

      DOMINO’S PIZZA, INC.
      (Registrant)
Date: April 27, 2018       /s/ Kevin S. Morris                          
      Kevin S. Morris
      Executive Vice President, General Counsel