UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The 2025 Annual Meeting of Shareholders of Domino’s Pizza, Inc. (the “Company”) was held on April 23, 2025 (the “Annual Meeting”), at which the shareholders voted to amend the Company’s Second Restated Certificate of Incorporation to eliminate the supermajority voting provisions contained therein and create a new shareholder right to call a special meeting (collectively, the “Charter Amendments”), in addition to eliminating a historical exclusion of Bain Capital, LLC, the Company’s former principal shareholder, as an “interested stockholder” for purposes of Section 203 of the Delaware General Corporation Law, as no longer relevant. Detailed descriptions of the foregoing amendments were set forth in Proposals Four and Five in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 14, 2025 (the “Proxy Statement”), which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Company’s Third Amended and Restated Certificate of Incorporation (the “Amended Charter”) which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Charter Amendments became effective upon filing of the Amended Charter with the Secretary of State of the State of Delaware on April 23, 2025.
Additionally, the Board of Directors of the Company approved an amendment to the Company’s by-laws (the “By-Laws”), which became effective concurrently with the effectiveness of the Amended Charter as the Fifth Amended and Restated By-Laws of the Company (the “Amended By-Laws”). The By-Laws were amended to eliminate the supermajority vote required for shareholders to amend the By-Laws and create a new shareholder right to call a special meeting subject to the requirements set forth therein, in each case to give effect to the Charter Amendments.
The foregoing description of the Amended By-Laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Amended By-Laws, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Set forth below are the voting results from the Annual Meeting. As of February 28, 2025, the Company’s record date, there were a total of 34,297,040 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 30,969,648 shares were present or represented by proxy, representing 90.29% of all shares entitled to vote at the Annual Meeting. For more information about each of the following proposals, see the Proxy Statement.
The matters presented for a vote and the related results are as follows:
1. ELECTION OF DIRECTORS
Proposal One was the election of nine nominees to serve as Directors of the Company, each for a term of one year expiring at the Company’s 2026 annual meeting of shareholders, until their respective successors are duly elected or qualified or until his or her earlier death, resignation or removal. The result of the vote was as follows:
| FOR | WITHHELD | |||||||||||||||||||
| Nominee |
# of Votes | % of Votes Cast |
# of Votes | % of Votes Cast |
Broker Non-Votes |
|||||||||||||||
| David A. Brandon |
27,953,119 | 97.02 | % | 857,580 | 2.98 | % | 2,158,949 | |||||||||||||
| C. Andrew Ballard |
28,627,967 | 99.37 | % | 182,732 | 0.63 | % | 2,158,949 | |||||||||||||
| Andrew B. Balson |
27,647,685 | 95.96 | % | 1,163,014 | 4.04 | % | 2,158,949 | |||||||||||||
| Corie S. Barry |
28,282,914 | 98.17 | % | 527,785 | 1.83 | % | 2,158,949 | |||||||||||||
| Diane L. Cafritz |
28,783,174 | 99.90 | % | 27,525 | 0.10 | % | 2,158,949 | |||||||||||||
| Richard L. Federico |
28,065,850 | 97.41 | % | 744,849 | 2.59 | % | 2,158,949 | |||||||||||||
| James A. Goldman |
28,109,617 | 97.57 | % | 701,082 | 2.43 | % | 2,158,949 | |||||||||||||
| Patricia E. Lopez |
28,030,856 | 97.29 | % | 779,843 | 2.71 | % | 2,158,949 | |||||||||||||
| Russell J. Weiner |
28,491,305 | 98.89 | % | 319,394 | 1.11 | % | 2,158,949 | |||||||||||||
Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional Director nominations brought before the Meeting.
2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal Two was the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year. The result of the vote was as follows:
| FOR |
AGAINST | |||||||||
| # of Votes |
% of Votes Cast |
# of Votes |
% of Votes Cast |
Abstain | Broker Non-Votes | |||||
| 30,125,906 | 97.32% | 829,431 | 2.67% | 14,311 | — | |||||
Pursuant to the foregoing votes, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year was approved.
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
Proposal Three was the advisory vote on the approval of the executive compensation of the named executive officers of the Company. The result of the vote was as follows:
| FOR |
AGAINST | |||||||||
| # of Votes |
% of Votes Cast |
# of Votes |
% of Votes Cast |
Abstain | Broker Non-Votes | |||||
| 27,293,302 | 94.84% | 1,484,361 | 5.15% | 33,036 | 2,158,949 | |||||
Pursuant to the foregoing votes, the executive compensation of the named executive officers of the Company was approved in this non-binding advisory vote.
4. PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENT
Proposal Four was a proposal to approve the adoption of the Amended Charter to eliminate the supermajority voting provisions contained therein. The result of the vote was as follows:
| FOR |
AGAINST | ABSTAIN | ||||||||||
| # of Votes |
% of Outstanding |
# of Votes |
% of Outstanding |
# of Votes | % of Outstanding |
Broker Non-Votes | ||||||
| 28,746,692 | 83.81% | 49,029 | 0.14% | 14,978 | 0.04% | 2,158,949 | ||||||
Pursuant to the foregoing votes, adoption of the Amended Charter to eliminate the supermajority voting provisions contained therein was approved.
5. PROPOSAL TO PROVIDE SHAREHOLDERS A RIGHT TO REQUEST A SPECIAL MEETING
Proposal Five was a proposal to approve the adoption of the Amended Charter to provide shareholders owning a combined 25% or more of the Company’s outstanding common stock with the right to request that the Company call a special meeting of shareholders, subject to the procedures set forth in the Amended Charter and the Amended By-Laws. The result of the vote was as follows:
| FOR |
AGAINST | ABSTAIN | ||||||||||
| # of Votes |
% of Outstanding |
# of Votes |
% of Outstanding |
# of Votes | % of Outstanding |
Broker Non-Votes | ||||||
| 27,209,241 | 79.33% | 138,032 | 0.40% | 1,463,426 | 4.26% | 2,158,949 | ||||||
Pursuant to the foregoing votes, adoption of the Amended Charter to provide shareholders with the right to request that the Company call a special meeting of shareholders was approved.
6. SHAREHOLDER PROPOSAL REGARDING SHAREHOLDERS’ RIGHT TO REQUEST A SPECIAL MEETING
Proposal Six was the advisory vote on a shareholder proposal regarding a shareholder right to request that the Company call a special meeting of shareholders by shareholders owning a combined 15% or more of the Company’s outstanding common stock. The result of the vote was as follows:
| FOR |
AGAINST | |||||||||
| # of Votes |
% of Votes Cast |
# of Votes | % of Votes Cast |
Abstain | Broker Non-Votes | |||||
| 10,489,028 | 36.44% | 18,294,111 | 63.55% | 27,560 | 2,158,949 | |||||
Pursuant to the foregoing votes, the shareholder proposal was not approved in this non-binding advisory vote.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Domino’s Pizza, Inc. | |
| 3.2 | Fifth Amended and Restated By-Laws of Domino’s Pizza, Inc. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
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.
| DOMINO’S PIZZA, INC. | ||||||
| (Registrant) | ||||||
| Date: April 25, 2025 | /s/ Ryan K. Mulally | |||||
| Name: | Ryan K. Mulally | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||