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): July 21, 2009
Domino’s Pizza, Inc.
(Exact name of registrant as specified in its charter)
Commission file number:
333-114442
| Delaware | 38-2511577 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
(Address of principal executive offices)
(734) 930-3030
(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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Departure of a Director
On July 21, 2009, Dennis F. Hightower provided written notice to Domino’s Pizza, Inc. (the “Company”) of his resignation from the Board of Directors of the Company, effective July 21, 2009. Mr. Hightower stated that his resignation was required due to the President of the United States’ intent to nominate Mr. Hightower to the position of Deputy Secretary of Commerce. Mr. Hightower confirmed that the resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(e) Compensatory Arrangements of Certain Officers
On July 23, 2009, the Compensation Committee approved the following equity plan grants to Chairman and Chief Executive Officer, David A. Brandon; (i) stock options for 78,000 shares of Common Stock of the Company, and (ii) 95,000 shares of performance-based restricted stock of the Company. Both of the above equity grants are subject to the same terms and conditions of the Company’s current standard grant agreements for stock options and performance-based restricted stock, including a three-year vesting period for the stock options and a three-year vesting period with each vesting tranche also requiring the achievement of certain applicable performance-based conditions for the performance-based restricted stock. These equity grants are in addition to the contractual equity grant awards contained in Mr. Brandon’s employment agreement.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the release from the U.S. Department of Commerce relating to the intent to appoint Dennis F. Hightower to the position of Deputy Secretary of Commerce is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
||
| 99.1 |
Press Release dated July 22, 2009. |
2
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 thereunto duly authorized.
| DOMINO’S PIZZA, INC. | ||||
| (Registrant) | ||||
| Date: July 27, 2009 | /s/ Kenneth B. Rollin | |||
| Kenneth B. Rollin | ||||
| Executive Vice President and General Counsel | ||||
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Exhibit 99.1
| U.S. Department of Commerce | Office of the Secretary | |||
| Washington, D.C. 20230 | www.commerce.gov | |||
| FOR IMMEDIATE RELEASE | CONTACT OFFICE OF PUBLIC AFFAIRS | |||
Wednesday, July 22, 2009
202-482-4883
Locke Statement on President Obama’s Intent to Nominate Dennis Hightower as Commerce Deputy Secretary
WASHINGTON—President Barack Obama today announced his intent to nominate Dennis Hightower, an experienced management professional with more than 30 years of experience, as the new Deputy Secretary at the Department of Commerce.
“Dennis is a proven leader with management skills honed through years of real world experience,” U.S. Commerce Secretary Gary Locke said. “I have tasked him to make this department a leader among cabinet agencies in efficiency and reform.”
Secretary Locke recommended Hightower to the President after an intensive search process.
Over a 30-year career, Hightower has become a seasoned business executive gaining broad respect from professionals across the field – from the entertainment industry, management consulting, and manufacturing to higher education. His global management experience spans the private and public sectors, including experience in corporate oversight, global marketing, strategic planning, operations and international general management.
If he is confirmed by the Senate, Hightower will take control of an office that provides management oversight to the Department’s twelve bureaus, overseeing operations totaling more than $17 billion dollars.
Most recently, Mr. Hightower was chief executive officer of Europe Online Networks S.A., a privately held broadband interactive entertainment company based in Luxembourg. For almost a decade prior to his second post in Europe, Mr. Hightower led multi-billion dollar enterprises as president of Walt Disney Television & Telecommunications and President of Consumer Products, Europe/Middle East and Africa based in Paris, France.
A leader in corporate governance and accountability, Hightower has served on the Boards of Directors of Accenture, Domino’s Pizza, the Gillette Company, Northwest Airlines, and PanAmSat Corporation, among others.
Hightower has made a continuing commitment to training future business leaders as a former professor of management at Harvard Business School, where he focused on leadership, building emerging markets and global general management. He has also been a guest lecturer at prestigious business schools throughout the world.
Leading multinational companies and lecturing at world class institutions came years after Hightower served his country as a decorated Vietnam veteran. Hightower was a Regular Army officer for eight years, rising to the rank of Major by age 27. While on active duty he was awarded numerous decorations for meritorious achievement and valor.
Mr. Hightower holds an M.B.A. degree from the Harvard Business School and a B.S. degree and honorary doctorate from Howard University. He received the Alumni Achievement Award in Business from Howard University in 1986, the Alumni Achievement Award from Harvard Business School in 1992, and the U.S. Department of Commerce Pioneer Award in 1996.