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): February 23, 2011
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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Appointment of New Director
On February 23, 2011, the Board of Directors (the “Board”) of the Domino’s Pizza, Inc. (the “Company”) appointed Richard L. Federico, to serve as a Director on the Board, effective February 23, 2011. Mr. Federico was appointed on the recommendation of the Nominating and Corporate Governance Committee of the Board and will be up for election for continued service as a Director on the Board at the Company’s 2012 Annual Meeting of Shareholders.
Mr. Federico currently serves as Chairman and Co-Chief Executive Officer of P.F. Chang’s China Bistro, Inc. Mr. Federico joined P.F. Chang’s in February 1996 as President, became Chief Executive Officer in September 1997 and Chairman in December 2000. Mr. Federico also serves on the board of directors of Jamba, Inc., as well as serving as chairman of the nominating and corporate governance committee and as a member of the audit committee of Jamba, Inc.
In conjunction with his appointment to the Board, Mr. Federico received 6,250 shares of restricted stock, under the same terms and conditions as standard equity grants to Independent Directors of the Company. In addition, Mr. Federico will receive compensation for his service on the Board in accordance with the standard compensation for independent directors.
| Item 8.01. | Other Events. |
On February 24, 2011, the Company announced that it has appointed Richard E. Allison, Jr. as its new Executive Vice President of International, effective as of March 14, 2011, replacing Michael T. Lawton, who has continued to serve Executive Vice President of International after his appointment to the position of Executive Vice President of Finance and Chief Financial Officer on August 20, 2010.
Mr. Allison, 44, previously served as a Partner with Bain & Company, Inc. from 2004 through December 2010, as co-leader of Bain’s restaurant practice and has been employed with Bain & Company for more than 13 years.
The Company entered into an employment agreement with Mr. Allison in connection with his appointment as the Company’s new Executive Vice President of International, effective March 14, 2011. The employment agreement has an indefinite term unless terminated by either party in accordance with the provisions of the employment agreement. The employment agreement provides that Mr. Allison will receive an initial base salary of $400,000. For fiscal 2011, Mr. Allison will be eligible to receive an annual incentive bonus equal to 100% of his base salary and such incentive bonus will be similar to the terms of the Domino’s Pizza Senior Executive Annual Incentive Plan (the “Incentive Plan”), which ties the performance bonus to achieving targeted financial goals, but any payment will be prorated as if he were employed for the entire 2011 fiscal year. After fiscal 2011, Mr. Allison will be eligible to receive an annual incentive bonus of up to 100% of his base salary under the terms and conditions of his employment agreement and the Incentive Plan. Mr. Allison will also receive options to purchase 100,000 shares of the Company’s common stock and 40,000 performance shares, each with three-year vesting periods, to be granted on the date his employment begins. In addition, Mr. Allison will receive relocation assistance from the Company.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release, dated February24, 2011, announcing the appointment of Richard L. Federico to the Board of Directors of Domino’s Pizza, Inc. | |
| 99.2 | Press Release, dated February 24, 2011, announcing the appointment of Richard Allison as the Executive Vice President of International of Domino’s Pizza, Inc. | |
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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: February 24, 2011
|
/s/Kenneth B. Rollin | |||||
| Kenneth B. Rollin | ||||||
| Executive Vice President | ||||||
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Exhibit 99.1
| Media Relations Contact: Lynn Liddle (734) 930-3008 Lynn.Liddle@dominos.com |
| |
FOR IMMEDIATE RELEASE
Domino’s Pizza Names Richard L. Federico to its Board of Directors
Ann Arbor, Mich., February 23, 2011 – Domino’s Pizza (NYSE: DPZ), the recognized world leader in pizza delivery, has named Richard L. Federico to its Board of Directors, effective at today’s company board meeting.
Federico, 56, is Chairman and Co-CEO of P.F. Chang’s China Bistro, Inc. He joined the company in 1996, and is responsible for the strategic growth and development of P.F. Chang’s China Bistro, as well as the company’s casual quick dining concept, Pei Wei Asian Diner. P.F. Chang’s China Bistro, founded in Scottsdale, Ariz. in 1993, operates 197 Bistros and 166 Pei Wei’s, which generated revenues of $1.2 billion in 2010.
Federico began his career in the restaurant industry as a manager at Steak & Ale, and later at Orville Beans and Bennigan’s restaurants. He went on to develop Grady’s Goodtimes, serving as co-founder/partner and vice president of operations until Brinker International acquired Grady’s in 1989. Upon joining Brinker International, he served as senior vice president and concept head for Macaroni Grill before being promoted to president of the Italian Concept division. As president, he directed operations and development for Macaroni Grill and Spageddies.
“We are extremely fortunate to have Rick joining us as a new member of our board,” said David A. Brandon, Domino’s Pizza chairman of the board. “His incredible depth of experience in the restaurant industry will be a tremendous resource to us as we move forward. He adds strength to our already talent-rich board.”
“I’m thrilled to become part of such an iconic, global brand,” Federico said. “Domino’s Pizza has been a tremendous company to watch, especially with its ‘pizza turnaround’ campaign throughout 2010. I’m looking forward to lending my expertise to this great organization.”
Active in his community, Federico is a founding director of Chances for Children, and a member of the board of directors for both the Arizona Youth Hockey Foundation and the NotMyKid organization. He also serves on the board of Banner Alzheimer’s Institute.
Federico, a graduate of the University of Tennessee, makes his home in Scottsdale, Ariz., with his wife Peggy and their five children.
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.” During the third quarter of 2010, Domino’s had global retail sales of nearly $1.4 billion, comprised of over $747 million domestically and nearly $650 million internationally. Domino’s Pizza had global retail sales of over $5.6 billion in 2009, comprised of nearly $3.1 billion domestically and over $2.5 billion internationally. In June 2010, Pizza Today named Domino’s its “Chain of the Year” – making the company a two-time winner of the honor. In late 2009, Domino’s debuted its ‘Inspired New Pizza’ – a permanent change to its hand-tossed product, reinvented from the crust up. Helped by the launch of its Domino’s Smart Slice school lunch pizza in late 2010, Domino’s Pizza is collaborating with the Alliance for a Healthier Generation to serve healthier school foods and beverages in the United States. In 2011, Domino’s was ranked #1 in Forbes Magazine’s “Top 20 Franchises for the Money” list.
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Exhibit 99.2
| Media Relations Contact: Lynn Liddle 734-930-3008 Lynn.Liddle@dominos.com |
| |
Domino’s Pizza Welcomes Richard E. Allison, Jr. as
New Head of International Division
Restaurant and Retail Expert from Bain & Co. Brings Wealth of Experience
ANN ARBOR, Mich., Feb. 24, 2011 – Domino’s Pizza (NYSE: DPZ), the recognized leader in pizza delivery, announced today that, effective March 14, 2011 Mr. Richard (Ritch) Allison will join its leadership team as EVP of International, succeeding Michael T. Lawton, who is now Chief Financial Officer of the Company. Allison, 44, comes to Domino’s after more than 13 years at Bain & Company, Inc.
Bain & Company is a leading global business consulting firm, assisting clients on strategy, operations, mergers and acquisitions, technology and business organization, which is known for generating significant and measurable positive financial results for its clients’ businesses.
As a partner and co-leader of Bain’s restaurant practice, Allison worked with some of the industry’s largest global chains. His work covered strategy and solution development, including market segmentation and growth strategies, marketing and advertising effectiveness measures, menu development and pricing strategy, organizational design, driving operational efficiency and improving supply chain performance. Earlier in his career at Bain, he worked in multiple industries, including grocery retail, specialty services, manufacturing and logistics. In addition to his experience at Bain, Allison worked for BellSouth Corporation in strategic development and online services.
Allison commented on his new post: “I am excited to put my background in business strategy and in the restaurant industry to work for Domino’s. I am looking forward to the opportunity to work for such an iconic consumer brand; and the culture of this company is a perfect fit for me. I hope and plan to make a significant contribution.”
J. Patrick Doyle, President and CEO of Domino’s, said, “Ritch is a perfect addition to the global Domino’s team. I look forward to his applying his broad experience with improving the performance of other major restaurant chains, to the Domino’s global footprint – and helping to make our great international business even better.”
Domino’s Pizza International division comprised 47% of the Company’s retail sales, and had posted 67 consecutive quarters of positive same store sales as of the third quarter 2010, and is one of the largest international enterprises in the restaurant sector.
Allison received his BS in Business Administration from the University of North Carolina at Chapel Hill and later earned an MBA from the Kenan-Flagler Business School, where he was named a Dean’s scholar and received the Norman Brock Award. Allison, his wife Susan, son Jake and daughter Emily will relocate to Ann Arbor, Michigan near Domino’s World Resource Center.
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.” During the third quarter of 2010, Domino’s had global retail sales of nearly $1.4 billion, comprised of over $747 million domestically and nearly $650 million internationally. Domino’s Pizza had global retail sales of over $5.6 billion in 2009, comprised of nearly $3.1 billion domestically and over $2.5 billion internationally. In June 2010, Pizza Today named Domino’s its “Chain of the Year” – making the company a two-time winner of the honor. In late 2009, Domino’s debuted its ‘Inspired New Pizza’ – a permanent change to its hand-tossed product, reinvented from the crust up. Helped by the launch of its Domino’s Smart Slice school lunch pizza in late 2010, Domino’s Pizza is collaborating with the Alliance for a Healthier Generation to serve healthier school foods and beverages in the United States. In 2011, Domino’s was ranked #1 in Forbes Magazine’s “Top 20 Franchises for the Money” list.
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Order - www.dominos.com
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Info - www.dominosbiz.com
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions.
These forward-looking statements relating to our anticipated profitability, estimates in same store sales growth, the growth of our international business, ability to service our indebtedness, our intentions with respect to the extensions of the interest-only period on our fixed rate notes, our operating performance, the anticipated success of our reformulated pizza product, trends in our business and other descriptions of future events reflect management’s expectations based upon currently available information and data. However, actual results are subject to future risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause actual results to differ materially include: the level of our long-term and other indebtedness; uncertainties relating to litigation; consumer preferences, spending patterns and demographic trends; the effectiveness of our advertising, operations and promotional initiatives; the strength of our brand in the markets in which we compete; our ability to retain key personnel; new product and concept developments by us, such as our reformulated pizza, and other food-industry competitors; the ongoing level of profitability of our franchisees; and the ability of us and our franchisees to open new restaurants and keep existing restaurants in operation; changes in food prices, particularly cheese, labor, utilities, insurance, employee benefits and other operating costs; the impact that widespread illness or general health concerns may have on our business and the economy of the countries where we operate; severe weather conditions and natural disasters; changes in our effective tax rate; changes in government legislation and regulations; adequacy of our insurance coverage; costs related to future financings; our ability and that of our franchisees to successfully operate in the current credit environment; changes in the level of consumer spending given the general economic conditions including interest rates, energy prices and weak consumer confidence; availability of borrowings under our variable funding notes and our letters of credit; and changes in accounting policies. Important factors that could cause actual results to differ materially from our expectations are more fully described in our other filings with the Securities and Exchange Commission, including under the section headed “Risk Factors” in our annual report on Form 10-K. Except as required by applicable securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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