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): March 4, 2010
Domino’s Pizza, Inc.
(Exact name of registrant as specified in its charter)
Commission file number:
001-32242
| 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 1.01. Entry into a Material Definitive Agreement
On March 8, 2010, Domino’s Pizza, Inc. (“Domino’s”) announced that L. David Mounts had tendered his resignation as Domino’s Executive Vice President of Supply Chain Services. In connection with his resignation, Domino’s Pizza has entered into a separation agreement with Mr. Mounts, effective March 5, 2010 (the “Separation Agreement”).
In connection with Mr. Mounts’ resignation, the Compensation Committee of the Board of Directors, as administrator of the Domino’s Pizza 2004 Equity Incentive Plan, has determined that those vested options held by Mr. Mounts as of April 1, 2010 will continue to be exercisable though October 1, 2010, provided Mr. Mounts fulfills the terms of the Separation Agreement.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) Departure of Principal Officers
On March 8, 2010, Domino’s Pizza, Inc. announced that L. David Mounts has tendered his resignation as Executive Vice President of Supply Chain Services. Mr. Mounts will serve in his position through March 31, 2010.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 10.1 |
Separation Agreement dated March 5, 2010 between Domino’s Pizza LLC and L. David Mounts. | |
| 99.1 |
Press Release dated March 8, 2010. | |
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: March 9, 2010 | ||
| /s/ Kenneth B. Rollin | ||
| Kenneth B. Rollin | ||
| Executive Vice President | ||
3
Exhibit 10.1
Execution Copy
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT, dated as of March 5, 2010, is made by and between Domino’s Pizza LLC (hereinafter referred to as the “Company”) and L. David Mounts (hereinafter referred to as “Executive”). In consideration of the mutual covenants contained herein, the parties agree as follows:
| 1. | Termination of Active Employment. Executive’s last day of active employment with the Company will be March 31, 2010. However, Executive will continue to provide certain services to the Company including cooperating with the reasonable requests of the Company to support the transition of the Executive’s duties to other Company personnel; and providing of information reasonably requested by Company personnel to continue the projects under the current purview of Executive. The Company and Executive expressly waive any and all notice requirements under the Amended and Restated Employment Agreement (the “Employment Agreement”) between the Company and the Executive. |
| 2. | Vested Option Exercisability. In accordance with the action by the Compensation Committee of the Company, all of the then vested stock options held by Executive on April 1, 2010 will remain exercisable through October 1, 2010 and will expire immediately thereafter and be canceled. |
| 3. | Unvested Option Cancelation. All unvested stock options and performance shares held by Executive on March 31, 2010 will be canceled on that date. |
| 4. | No Compensation. Executive shall not be entitled to any other compensation or benefits after March 31, 2010, except as set forth in Section 2 above. |
| 5. | Effect of Breach. The Executive agrees that the benefits contained in this Agreement and which flow to the Executive from the Company are subject to termination, reduction or cancelation in the event that the Executive takes any action or engages in any conduct deemed by the Company to be in violation of this Agreement or Section 7, 8 or 9 of the Employment Agreement. |
| 6. | Additional Executive Obligations. |
| a. | Return of Property. The Executive shall return all papers, files, documents, cell phones, computers, reference guides, equipment, keys, identification, credit cards, software, computer access codes, disks and institutional manuals, or other property belonging to the Company on or before March 31, 2010. The Executive shall not retain any copies, duplicates, reproductions or excerpts of any of the Company’s property. The executive may retain copies of all agreements between the Executive and the Company and other documents relating to his personal performance. |
| b. | Nondisclosure of Confidential Information. During the course of the Executive’s employment with the Company, the Executive has become acquainted with and/or developed confidential information belonging to the Company and its customers. The Executive agrees not to use or to disclose to any person or entity any confidential information of the Company or of any past or present customer of the Company, including but not limited to financial data or projections, customer lists, projects, economic information, systems, plans, methods, procedures, operations, techniques, know-how, trade secrets or merchandising or marketing strategies. |
| c. | Executive’s Compliance with Sections 7, 8, and 9 of Employment Agreement. In addition, Executive shall continue to be bound by the terms of Section 7, 8 and 9 of the Employment Agreement and agrees to comply with such terms and provisions. |
[Remainder of Page Left Intentionally Blank]
Execution Copy
IN WITNESS WHEREOF, the parties hereby agree to the foregoing terms and conditions of the Separation Agreement as of the date first written above.
| DOMINO’S PIZZA LLC | EXECUTIVE | |||||
| By: | /s/ J. Patrick Doyle |
/s/ L. David Mounts | ||||
| L. David Mounts | ||||||
| Name: | J. Patrick Doyle |
|||||
| Title: | Chief Executive Officer |
|||||
Exhibit 99.1
|
Media Contact:
Tim McIntyre
734-930-3563
Tim.McIntyre@dominos.com |
|
Domino’s Pizza Names John Macksood to EVP, Supply Chain;
David Mounts Leaving Domino’s to Become CEO of Inmar, Inc.
Ann Arbor, Michigan, March 8, 2010 – Domino’s Pizza (NYSE:DPZ), the recognized world leader in pizza delivery, today announced it has named experienced leader John Macksood to the position of Executive Vice President of Supply Chain. Macksood, 47, has been with the company for 24 years. He was previously second-in-command for the supply chain operation as its Vice President of Logistics and Network Planning, and played a vital role in that division’s growth.
Domino’s President and CEO J. Patrick Doyle congratulated Macksood on his new position, and offered his vote of confidence: “John has been key to our successful history in supply chain. I’m confident he will drive positive, reliable results for our company into the future, and to continue the strong partnership with franchisees that makes this business a unique part of our success story.”
Macksood joined Domino’s in 1986 from North American Van Lines Company. He has held positions of increasing responsibility at Domino’s in logistics and purchasing; and has overseen the creation of business line extensions, including a produce processing plant, freight redistribution and thin crust shell processing plant. He graduated from Michigan State University with a Materials Logistics Management degree. A Michigan native, Macksood is married to Denise and has two children: Chad, 17 and Madison, 13.
The company also announced that current Executive Vice President of Supply Chain, L. David Mounts, will be leaving Domino’s, effective April 1. Mounts has accepted the position of CEO of Inmar, Inc. The company, located in Winston-Salem, North Carolina, specializes in reverse logistics, promotion services, revenue recovery and information management.
Mounts, 46, joined Domino’s in October 2005, in the position of Chief Financial Officer and later transitioned to run the company’s supply chain business from September 2007 to present.
“David Mounts has done a great job with our supply chain business. He took over a very strong operation and made it even stronger. We wish him the very best in his new position, and know he will do a great job at Inmar, too,” said Doyle.
About Domino’s Pizza®
Founded in 1960, Domino’s Pizza is the recognized world leader in pizza delivery. Domino’s is listed on the NYSE under the symbol “DPZ.” Through its primarily locally-owned and operated franchised system, Domino’s operates a network of 9,000 franchised and Company-owned stores in the United States and over 60 international markets. The Domino’s Pizza® brand, named a Megabrand by Advertising Age magazine, had global retail sales of over $5.6 billion in 2009, comprised of nearly $3.1 billion domestically and over $2.5 billion internationally. Domino’s Pizza was named “Chain of the Year” by Pizza Today magazine, the leading publication of the pizza industry. In 2009, Domino’s ranked number one in customer satisfaction in a survey of consumers of the U.S. largest limited service restaurants, according to the annual American Customer Satisfaction Index (ACSI). Domino’s has expanded its menu significantly since 2008 to include Oven Baked Sandwiches and BreadBowl Pasta, and recently debuted its ‘Inspired New Pizza’ – a permanent change to its core hand-tossed product, reinvented from the crust up with new sauce, cheese and garlic seasoned crust.
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