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 15, 2015
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 16, 2015, Domino’s Pizza, Inc. (the “Company”) announced that it has appointed Mr. Jeffrey D. Lawrence, age 41, as its new Executive Vice President of Finance and Chief Financial Officer, effective as of August 31, 2015, replacing Michael T. Lawton, Executive Vice President of Finance and Chief Financial Officer. Mr. Lawton will retire from the Company after 16 years of service on August 28, 2015.
Mr. Lawrence has worked at the Company since May 2000 in several senior financial roles. He served as Vice President and Corporate Controller from March 2002 through September 2008, as Vice President of International Finance from September 2008 through January 2014 and as Vice President and Treasurer from January 2014 through the present.
The Company has agreed to the following terms with Mr. Lawrence in connection with his appointment, which the Company expects to memorialize in an at-will employment agreement with Mr. Lawrence:
| • | annual base salary of $400,000; |
| • | annual incentive bonus of up to 100% of his base salary under the terms and conditions of the Domino’s Pizza Senior Executive Annual Incentive Plan, which ties the performance bonus to achieving targeted financial goals; and |
| • | an equity grant with a value of $500,000 consisting of (i) stock option grant with a value of $250,000, and (ii) a performance-based restricted stock award with a value of $250,000. |
If Mr. Lawrence is terminated by the Company without cause, he will be entitled to a severance package equal to his existing salary for twelve months.
A copy of the press release announcing the appointment of Mr. Lawrence as the new Executive Vice President of Finance and Chief Financial Officer and the retirement of Mr. Lawton is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated July 16, 2015 relating to Jeffrey D. Lawrence and Michael T. Lawton. | |
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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: July 16, 2015 | /s/ Kenneth B. Rollin | |||||
| Kenneth B. Rollin | ||||||
| Executive Vice President and General Counsel | ||||||
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Exhibit 99.1
Contact: Lynn Liddle
Executive Vice President
Communications, Investor Relations and Legislative Affairs
(734) 930-3008
Lynn.liddle@dominos.com
Domino’s Pizza Announces Retirement of CFO Michael T. Lawton
and Promotion of Jeffrey D. Lawrence to Executive Vice President and CFO
ANN ARBOR, Michigan, July 16, 2015: Domino’s Pizza, Inc. (NYSE: DPZ), the recognized world leader in pizza delivery, today announced that Michael T. Lawton (56) will be retiring as the Company’s Chief Financial Officer after 16 years of service with the company. He will be succeeded by Jeffrey D. Lawrence (41), current Treasurer of Domino’s, who has been with the Company since 2000. Lawton plans to depart at the end of August, following a brief transition period.
J. Patrick Doyle, Domino’s President and Chief Executive Officer, said, “I can’t say enough great things about both these executives. Mike has not only been a terrific CFO, but a strong former leader of our international business – as well as a talented and flexible general business manager who has helped me by running both our IT and supply chain businesses during transition times.”
Doyle continued, “Jeff has very deep institutional knowledge, having served in just about every area of finance we have, and was the VP and Corporate Controller when we took the company public in 2004. He’s been central to virtually every major transaction we have completed. He, too, has had experience in our international division, a critical perspective for this key leadership role.”
Lawrence’s official title will be Executive Vice President and Chief Financial Officer, and will report to CEO Doyle.
Lawrence began his career in public accounting with Arthur Andersen. He started at Domino’s in May 2000 as Director of Financial Reporting. He was promoted to Vice President and Corporate Controller in March of 2002, and moved to Vice President of International Finance in September 2008. He took over as Treasurer in January 2014, responsible for tax, treasury, risk management, financial planning and analysis and business insights. He has a Bachelor of Business Administration with a major in Accounting from Wayne State University in Detroit, and is a Certified Public Accountant. He also holds a Master of Business Administration from the University of Michigan in Ann Arbor. Jeff lives in Brighton, Michigan, with his wife Tricia and three children.
Lawrence commented on his new post: “I love this company, and am both honored and humbled to represent Domino’s as its Chief Financial Officer. I’m very excited by the opportunities we have to continue to create great value for our shareholders, franchisees and team members.”
Outgoing CFO Lawton joined Domino’s in 1999 as head of finance for the Company’s international division. He was named Executive Vice President of International in October 2004 and was appointed CFO in August 2010. Prior to Domino’s, Lawton was with Gerber Products Company in both finance and general management positions. He is a member of the Board of Directors of the Lazy Boy Furniture Company in Monroe, Michigan.
About Domino’s Pizza®
Founded in 1960, Domino’s Pizza is the recognized world leader in pizza delivery, with a significant business in carryout pizza. It ranks among the world’s top public restaurant brands with a global enterprise of more than 11,900 stores in over 80 international markets. Domino’s had global retail sales of over $8.9 billion in 2014, comprised of more than $4.1 billion in the U.S. and nearly $4.8 billion internationally. In the second quarter of 2015, Domino’s had global retail sales of nearly $2.2 billion, comprised of $1.1 billion in the U.S. and $1.1 billion internationally. Its system is comprised of franchise owners who accounted for nearly 97% of Domino’s stores as of the second quarter of 2015. Emphasis on technology innovation helped Domino’s generate approximately 50% of U.S. sales from digital channels at the end of 2014, and reach an estimated run rate of $4.0 billion annually in global digital sales. Domino’s features an ordering app lineup that covers nearly 95% of the U.S. smartphone market and has recently introduced several innovative ordering platforms, including Ford SYNC®, Samsung Smart TV® and Pebble Watch, as well as Twitter and text message using a pizza emoji. In June 2014, Domino’s debuted voice ordering for its iPhone® and Android™ apps, a true technology first within traditional and e-commerce retail.
Order – www.dominos.com
Mobile – http://mobile.dominos.com
Digital Info – anyware.dominos.com
Company Info – biz.dominos.com
Twitter – http://twitter.com/dominos
Facebook – http://www.facebook.com/dominos
YouTube – http://www.youtube.com/dominos