Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2015, Papa John's International, Inc. (the "Company") announced the
appointment of Steve M. Ritchie as President and Chief Operating Officer. Prior
to his new appointment, Mr. Ritchie served as Chief Operating Officer since May
2014 and Senior Vice President since May 2013. Mr. Ritchie has served in various
capacities of increasing responsibility over Global Operations & Global
Operations Support and Training since July 2010.
In connection with Mr. Ritchie's promotion, the Compensation Committee of the
Board of Directors awarded Mr. Ritchie a one-time equity grant valued at
approximately $450,000, vesting at the end of three years, consisting of equal
values of time vested restricted stock and stock options with a 10-year term,
and increased his base salary to $650,000.
The Compensation Committee also increased the long-term incentive values for
each member of the executive leadership team, other than Founder, Chairman and
Chief Executive Officer, John H. Schnatter. For the Company's named executive
officers, the new long-term base annual equity incentive values are as
follows: $650,000 for Mr. Ritchie (previously $600,000), $515,000 for Chief
Administrative Officer and Chief Financial Officer Lance Tucker (previously
$450,000), $400,000 for Chief Marketing Officer Robert C. Kraut (previously
$290,000), and $400,000 for Chief Development Officer Timothy C. O'Hern
(previously $370,000). The additional awards representing the increased values
were awarded on July 30, 2015, consisting of equal values of time vested
restricted stock and stock options with a 10-year term and 3- year graded
vesting schedule. The Company's executives are also eligible for the annual cash
incentives, performance share awards and benefits described in the Proxy
Statement filed March 25, 2015.
The equity awards are effective and the exercise price for the stock options
will be based on the closing price for our common stock two business days after
the Company's release of second quarter 2015 earnings.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on July 30, 2015. 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
Item 9.01. Financial Statements and Exhibits.
Number Description of Exhibit
99.1 Press Release issued by Papa John's International, Inc., dated July 30, 2015.
© Edgar Online, source Glimpses