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 15, 2015 the Board of Directors (the “Board”) of Domino’s Pizza, Inc. (the “Company”) appointed Andy Ballard to the Board. Mr. Ballard currently serves as the CEO and co-founder of Quad Analytix, an ecommerce data analysis company, a position he has held since December 2012. In addition, Mr. Ballard is also the Founder and Managing Partner of Figtree Partners, an investment firm focused on digital media, a position he has held since November 2012. In addition, Mr. Ballard has worked for Hellman & Friedman since January 2004, as a Director from January 2004 through 2006, a as Managing Director from 2006 through December 2012 and as Senior Advisor from December 2012 through the present.
The Board increased its size from eight to nine members and appointed Mr. Ballard to fill the vacancy. Mr. Ballard, 42, will stand for re-election at the 2016 annual meeting of shareholders. Mr. Ballard was not appointed to any of the Board’s committees at this time but it is anticipated that such appointment will happen in the near future.
Mr. Ballard will participate in the Company’s standard independent director compensation program. Pursuant to this program, Mr. Ballard will receive an annual retainer of $65,000. In addition under the director compensation program, Mr. Ballard received an equity grant of restricted stock with a fair market value of $100,000 with a one-year vesting period. There is no arrangement or understanding under which Mr. Ballard was appointed as a director. There are no transactions involving Mr. Ballard requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Ballard as a director is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated July 20, 2015 relating to Andy Ballard. | |
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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 20, 2015 | ||||||
| /s/ Kenneth B. Rollin | ||||||
| Kenneth B. Rollin | ||||||
| Executive Vice President and General Counsel | ||||||
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Exhibit 99.1
| Media Relations Contact: Jenny Fouracre Domino’s (734) 930-3620 jenny.fouracre@dominos.com |
|
FOR IMMEDIATE RELEASE
Domino’s® Names Andy Ballard to its Board of Directors
ANN ARBOR, Mich., July 20, 2015 – Domino’s Pizza (NYSE: DPZ), the recognized world leader in pizza delivery, has named Andy Ballard to its Board of Directors, effective at the company board meeting July 15.
Ballard, 42, serves as the CEO and co-founder of Quad Analytix, a technology and data start-up and is the founder and managing partner of Figtree Partners, an investment firm focused on digital media. He is also the Vice Chairman of Zignal Labs, a digital media monitoring firm. Additionally, Ballard serves as a Senior Advisor at the private equity firm Hellman & Friedman, where he was previously a managing director. He has had previous board roles at Activant Solutions, Catalina Marketing, DoubleClick, Getty Images, Internet Brands, and Vertafore. Prior to joining Hellman & Friedman, he worked at Bain Capital in San Francisco and Boston, and Bain & Company.
“We are absolutely delighted to have Andy joining us as the newest member of the Board,” said David A. Brandon, Domino’s Chairman of the Board. “His expertise in the realm of technology, media and finance will be a tremendous resource to us as we push into new areas of digital consumer innovation. He brings important skills to our accomplished board.”
“Domino’s is a strong brand known for service, great food, and increasingly, for cutting-edge technology,” Ballard said. “Domino’s has blazed a trail with innovations providing customers with new and more convenient ways to order pizza anywhere, anytime, on any device. I’m looking forward to lending my technology and marketing expertise to this great organization as it continues to lead the way with digital solutions.”
Active in his community, Ballard is the Chair of the Board of Trustees and Chair of the Investment Committee of the San Francisco Foundation, a board member of I Have a Dream San Francisco, and is actively involved with Family Connections, a tuition free pre-school for under-served families.
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
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