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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):
February 16, 2023
Commission File Number: 000-21660
PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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61-1203323
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(State or other jurisdiction of |
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Number) |
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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:
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Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
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Common stock, $0.01 par value
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PZZA
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The NASDAQ Stock Market LLC
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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 February 16, 2023, Papa John’s International, Inc. (the “Company”) announced that Olivia F. Kirtley would be retiring from the Board of Directors (the
“Board”) at the end of her current term and would not stand for re-election at the Company’s 2023 annual meeting of stockholders. Ms. Kirtley has reached the age of retirement under the Company’s Corporate Governance Guidelines.
Ms. Kirtley has been a member of the Board for nearly 20 years, and has served in various positions at different points of her tenure, including as Chair of
the Board of Directors, as Lead Independent Director and as Chair of the Audit Committee and Compensation Committees of the Board. The Company thanks Ms. Kirtley for her
many years of dedicated service and leadership.
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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Date: February 16, 2023
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/s/ Caroline Miller Oyler
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Caroline Miller Oyler
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Chief Legal & Risk Officer and Corporate Secretary
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