Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 5, 2020, Papa John's International, Inc. (the "Company") announced
the appointment of Ann B. Gugino as the Company's Chief Financial Officer
(CFO). Ms. Gugino will serve as the Company's principal financial officer and
principal accounting officer. Steven R. Coke, who has been serving as interim
principal financial and principal accounting officer prior to Ms. Gugino's
appointment, will continue in his role as Vice President, Investor Relations and
Strategy.
Prior to joining the Company, Ms. Gugino served as Senior Vice President,
Financial Planning and Analysis at Target Corporation since 2018, where she
provided overall strategy, guidance and direction in the development and
execution of Target's planning, analysis and capital investment portfolios.
Prior to that, Ms. Gugino spent 18 years at Patterson Companies Inc., including
four years as Executive Vice President and Chief Financial Officer.
The Compensation Committee of the Board of Directors of the Company has approved
Ms. Gugino's compensation, which will include an annual base salary of $550,000,
an annual cash incentive target opportunity of 75% of base salary, and an annual
long-term incentive opportunity with a value of $740,000 commencing with the
Company's 2021 long term incentive grant. In addition, Ms. Gugino will be
granted sign-on compensation intended to partially replace the value of her
equity awards and other compensation forfeited from her prior employer,
consisting of (i) a $475,000 sign on cash bonus, which is subject to claw-back
provisions, and (ii) $1,300,000 in restricted stock, which will be granted on
Ms. Gugino's first day of employment, one-third of which will vest on each
anniversary of the grant date. Ms. Gugino will be entitled to relocation and
other executive benefits. 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 20,
2020.
Ms. Gugino has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no
arrangement or understanding between her and any other person required to be
disclosed pursuant to Item 401(b) of Regulation S-K and has no family
relationships required to be disclosed pursuant to Item 401(d) of Regulation
S-K.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on October 5, 2020. 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
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Papa John's International, Inc. press release
dated October 5, 2020.
104 Cover page Interactive Data File - the cover page
XBRL tags are embedded within the Inline XBRL Document.
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