UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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):
i PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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i Delaware
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i 61-1203323
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(State or other jurisdiction of |
(I.R.S. Employer Identification |
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incorporation or organization) |
Number) |
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i 2002 Papa Johns Boulevard
i Louisville, i Kentucky i 40299-2367
(Address of principal executive offices)
( i 502) i 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:
i ☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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 i ☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On May 16, 2022, Papa John’s International, Inc. (the "Company") named Max
Wetzel
Executive Vice President and Chief Operating Officer (COO). Mr. Wetzel, 45, will serve as the Company’s principal operating officer and will continue his
duties overseeing the Company’s marketing, operations and technology functions. Mr. Wetzel joined the Company in November 2019 as Chief Commercial and Marketing Officer, and has served as EVP, Chief Commercial Officer at
the Company since
October 2021.
Mr. Wetzel previously served as Vice President Consumer Brands and Business Transformation – U.S. and Canada since July 2018 at PPG Architectural
Coatings. Also at PPG Architectural Coatings, Mr. Wetzel served as Vice President Home Centers and Global Strategic Marketing from June 2016 through July 2018 and as General Manager Home Centers and Chief Marketing Officer U.S. & Canada
starting in November 2014.
The Compensation Committee of the Board of Directors of the Company has
approved an amended compensation arrangement for Mr. Wetzel in connection with the position, which will include an annual base salary of $650,000 and an annual cash incentive target opportunity of 75% of base salary. Mr. Wetzel will also receive
an annual long-term equity incentive opportunity with a value of $1,000,000 with 60% of the total award in the form of performance share units, subject to a three-year vesting period and meeting certain Company performance objectives, and
40% in the form of time-based 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 23, 2022.
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.
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PAPA JOHN'S INTERNATIONAL, INC.
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Chief Legal & Risk Officer and Corporate Secretary
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