PAPA JOHNS INTERNATIONAL INC 8-K

What Happened Papa John’s International, Inc. held its annual meeting on April 30, 2026 and filed an 8-K reporting the voting results. There were 33,765,517 shares eligible to vote. All director nominees proposed by the board were elected to one-year terms. Stockholders ratified Ernst & Young LLP as the company's independent auditors for 2026 and approved the advisory (non-binding) say-on-pay vote. Two proposed amendments to the company’s Certificate of Incorporation — to remove supermajority voting provisions and to reduce the special meeting ownership threshold — were not adopted (they failed to meet required thresholds). A stockholder proposal from The Accountability Board to reduce the special meeting ownership threshold was also not approved.

Key Details

• Shares eligible to vote: 33,765,517 (32,891,091 outstanding + 874,426 restricted shares with voting rights). Broker non-votes: 4,694,088.
• Director elections: all nominees elected. Example tallies: Christopher L. Coleman — 20,360,271 for / 1,726,278 against; Todd A. Penegor — 20,483,676 for / 1,579,290 against.
• Auditor ratification: Ernst & Young LLP ratified — 26,645,289 for / 96,489 against / 57,393 abstain.
• Advisory approval of executive compensation (say-on-pay): approved — 18,808,761 for / 3,246,150 against / 50,172 abstain. Charter amendment votes to remove supermajority and lower special meeting threshold did not pass the required thresholds despite majority-for tallies in some cases. Stockholder proposal by The Accountability Board failed: 10,889,212 for / 11,070,599 against.

Why It Matters For investors, the results confirm the board slate and auditor for 2026 and show shareholders gave advisory approval to executive compensation (non-binding). The failure to adopt charter changes means current governance provisions (including supermajority rules and the special meeting threshold) remain in place. Notable opposition tallies on some director votes and the roughly 4.7 million broker non-votes are items investors may watch for signs of shareholder sentiment or potential future governance proposals.