UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Notice of 2018 Annual Meeting of Shareholders

and Proxy Statement

Tuesday, April 24, 2018

10:00 a.m. EDT

(Doors open at 9:30 a.m. EDT)

Domino’s Pizza, Inc.

World Resource Center

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48105

(734) 930-3030

For further information, call Domino’s Investor Relations at 734-930-3563.

Notice of Annual Meeting of Shareholders

Domino’s Pizza, Inc.

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48105

(734) 930-3030

To the Shareholders of Domino’s Pizza, Inc.:

Notice is hereby given that the 2018 Annual Meeting of Shareholders of Domino’s Pizza, Inc. (the “Company”) will be held at the Domino’s World Resource Center, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105, on April 24, 2018 at 10:00 a.m. Eastern Daylight Time, for the following purposes, all of which are set forth in the accompanying Proxy Statement:

Shareholders of record at the close of business on March 1, 2018 are entitled to notice of and to vote at the 2018 Annual Meeting of Shareholders and any adjournments or postponements thereof.

By order of the Board of Directors,

Adam J. Gacek

Corporate Secretary

March 15, 2018

Notice of Annual Meeting of Shareholders

YOUR VOTE IS IMPORTANT

We are offering registered shareholders the opportunity to vote their shares electronically through the Internet or by telephone. Please see the Proxy Statement and the enclosed Proxy for details about electronic voting. You are urged to date, sign and promptly return the enclosed Proxy, or to vote electronically through the Internet or by telephone, so that your shares may be voted in accordance with your wishes and so that the presence of a quorum may be assured. Voting promptly, regardless of the number of shares you hold, will aid the Company in reducing the expense of additional Proxy solicitation. You may revoke your Proxy at any time, regardless of your voting method, as fully described on page 4 of the accompanying Proxy Statement.

Voting your shares by the enclosed Proxy, or electronically, does not affect your right to vote in person in the event you attend the meeting. You are cordially invited to attend the meeting, and the Company requests that you indicate your plans in this respect in the space provided on the enclosed form of Proxy or as prompted if you vote electronically. If your shares are held in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or letter from that broker, trust, bank or nominee that confirms you are the beneficial owner of those shares.

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or “Board”) of Domino’s Pizza, Inc. for use at the 2018 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Tuesday, April 24, 2018 at 10:00 a.m. EDT at the Domino’s World Resource Center, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105, and at any adjournment thereof. The Company has made these materials available to you on the Internet or, upon your request, has delivered printed copies to you by mail or electronic versions by e-mail. The Company will pay the expenses of solicitation of Proxies. We will request banks, brokers and other custodians, nominees and fiduciaries to solicit Proxies from their customers and will reimburse those banks, brokers and other custodians, nominees and fiduciaries for reasonable out-of-pocket costs for this solicitation. Further solicitation of Proxies may be made by mail, personal interview and/or telephone by officers, directors and other employees of the Company, none of whom will receive additional compensation for assisting with the solicitation.

This Proxy Statement, along with the Notice of Annual Meeting of Shareholders and form of Proxy, was first made available to shareholders on or about March 15, 2018. As used in this Proxy Statement, references to the “Company” or “Domino’s,” or the first-person notations of “we” and “our,” refer to Domino’s Pizza, Inc.

Voting Information

Record Date, Issued and Outstanding Shares

The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting was the close of business on March 1, 2018 (the “Record Date”). On the Record Date, there were 43,070,488 shares of common stock, $0.01 par value per share, the Company’s only voting securities, outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote.

Quorum Requirement

Under the Company’s By-Laws, the holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented in person or by proxy, including shares that abstain or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present.

Voting Procedures

The holders of common stock are entitled to one vote per share on any proposal presented at the Annual Meeting. Only shareholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Shareholders may choose to vote by any of the following methods: (i) by returning the enclosed Proxy card, (ii) electronically by accessing the Internet site or by using the toll-free telephone number, both of which are stated on the form of Proxy, or (iii) by attending the Annual Meeting and voting in person.

All properly executed Proxies received by mail, and properly authenticated electronic votes recorded through the Internet or by telephone, will be voted as directed by the shareholder. All properly executed Proxies received by mail that do not specify how shares should be voted will be voted in accordance with the Board’s recommendation (“FOR” the election of all Director nominees under Proposal One, “FOR” Proposals Two and Three and “AGAINST” Proposal Four).

Revocation of Proxies

Any Proxy given pursuant to this solicitation may be revoked at any time before it is voted by: (i) signing and returning a new Proxy card with a later date, (ii) submitting a later-dated vote by telephone or via the Internet, (iii) filing with our Corporate Secretary a written notice of revocation dated later than the date of the Proxy being revoked, or (iv) attending the Annual Meeting and revoking or voting in person. Any written notice of revocation should be sent to: Corporate Secretary, Domino’s Pizza, Inc., 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105.

The Internet and telephone procedures for voting and for revoking or changing a vote are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded. Shareholders that vote through the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which will be borne by the shareholder.

Broker Non-Votes

Brokers are subject to the rules of the New York Stock Exchange (the “NYSE”). The NYSE rules direct that certain matters submitted to a vote of shareholders are “routine” items and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions, subject to the rules of the NYSE concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those brokerage firms. Brokers who hold shares in “street name” for customers who are beneficial owners of such shares are prohibited from giving a proxy to vote such customers’ shares on “non-routine” matters in the absence of specific instructions from such customers.

Under current NYSE rules, we believe Proposal Two is a routine matter. Accordingly, if your broker holds shares that you own in street name, the broker may vote your shares on Proposal Two even if the broker does not receive instructions from you. We believe Proposal One, Proposal Three and Proposal Four are non-routine matters and, therefore, the

Voting Information (continued)

broker may not vote your shares on such proposals without receiving instructions from you. If your broker does not vote on a proposal, this is commonly referred to as a “broker non-vote.” Broker non-votes will not be counted as having been voted in person or by proxy, but pursuant to Delaware corporate law, will be counted for purposes of determining whether a quorum is present.

Votes Required

Under Proposal One, Directors are elected by a plurality of the votes of the shares of common stock represented and voted at the Annual Meeting. If you withhold your vote for a particular nominee, then your vote will not count “FOR” such nominee. Broker non-votes and votes withheld will not be treated as votes cast with respect to the election of Directors and, therefore, will have no effect on the outcome of the election of Directors.

In addition, we have implemented a Majority Voting Policy for uncontested director elections (elections in which the number of nominees for election does not exceed the number of directors to be elected). In the event that the votes “WITHHELD” from a nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to submit his or her resignation to the Board of Directors for consideration. The Board of Directors will then have the opportunity to determine whether to accept or reject such tendered resignation. The Board of Directors, in making its decision, may consider any factors or other information that it considers appropriate or relevant.

The Board of Directors will act within 120 days following certification of the shareholder vote. Thereafter, the Board of Directors will promptly publicly disclose, in a report furnished to the Securities and Exchange Commission (“SEC”), its decision regarding the tendered resignation, including its rationale for accepting or rejecting the tendered resignation. The Board of Directors may accept a Director’s resignation or reject the resignation. If the Board of Directors accepts a Director’s resignation, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board of Directors, in each case pursuant to our Bylaws. If a Director’s resignation is not accepted by the Board of Directors, such Director will continue to serve until the next annual meeting of shareholders and until his or her successor is duly elected, or his or her earlier resignation or removal.

Approval of Proposal Two (ratification of independent registered public accountants), Proposal Three (say-on-pay) and Proposal Four (shareholder proposal regarding deforestation) requires the affirmative vote of a majority of the shares voted in person or by proxy at the Annual Meeting. Broker non-votes, if any, and abstentions will not be treated as votes cast with respect to these proposals and, therefore, will have no effect on the outcome of the votes.

No matter is currently expected to be considered at the Annual Meeting other than those listed in this Proxy Statement. If any other matters are properly brought before the Annual Meeting for action, it is intended that the persons named in the proxy and acting thereunder will vote in accordance with their discretion on such matters.

Proposal One: Election of Directors

The Company’s Certificate of Incorporation, as amended, requires that all Directors stand for annual election. Accordingly, the seven individuals listed below are standing for election to terms ending with the 2019 annual meeting of shareholders, until his or her successor is elected or qualified or until his or her earlier death, resignation or removal. Each nominee is currently serving as a Director. Each nominee has indicated his or her willingness to serve, if elected. However, if a nominee should be unable to serve, the shares of common stock represented by Proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a Director.

Board Membership Criteria

Although our Nominating and Corporate Governance Committee does not have any specific, delineated qualifications for the nomination of Director candidates, the Committee takes into account a number of factors, qualifications and skills that it deems appropriate, with the primary goal of ensuring the Board collectively serves the interest of shareholders. The Company and the Board, at a minimum, seek to have Directors with sound business judgment, wisdom and knowledge in his or her field of expertise. Identified and described below are additional key experiences, qualifications and skills that are important to the Company’s business and that were considered in the selection of the Directors, which factors may change from time to time. Director candidates are also evaluated according to the qualifications set forth in the Board’s Corporate Governance Principles, as further described beginning on page 12.

Proposal One: Election of Directors (continued)

Nominees for Election to One-Year Terms Expiring at the 2019 Annual Meeting of Shareholders

Set forth below are the name, age, principal occupation and/or business experience and qualifications of each nominee for election as a Director. The Nominating and Corporate Governance Committee believes that each of the nominees possesses the necessary professional experience and qualifications to contribute to the success of the Company. Information with respect to the business experience and other publicly-held company boards on which the nominees serve, or served in the past five years, as a director is set forth below. The number of shares of Domino’s Pizza, Inc. common stock beneficially owned by each Director appears later in this Proxy Statement.

Corporate Governance Principles and Director Information

Domino’s has a commitment to strong corporate governance practices. These practices provide a framework within which the Company’s Board and management can pursue the strategic objectives of Domino’s and seek to ensure its long-term growth for the benefit of shareholders. The Company’s corporate governance principles and practices are reviewed annually by the Nominating and Corporate Governance Committee and any changes are recommended to the Board for approval. The Company’s Corporate Governance Principles are posted on Domino’s corporate and investor website biz.dominos.com under the Investors—Profile—Corporate Governance section and are available free of charge upon request from the Company’s Corporate Secretary. The Nominating and Corporate Governance Committee Charter, the Compensation Committee Charter and the Audit Committee Charter are also posted on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section on biz.dominos.com). All the referenced charters and the other documents referenced herein are available free of charge upon request from the Company’s Corporate Secretary.

The Corporate Governance Principles and the Charter of the Nominating and Corporate Governance Committee set forth the Company’s policies with respect to Board structure, membership (including nominee qualifications), performance, operations and management oversight. Pursuant to the Corporate Governance Principles, the Board meets at least quarterly in an independent director session, an executive session and in a non-management executive session. The current discussion leader for the executive session is generally Mr. Brandon and the current discussion leader for the independent Director session is generally Mr. Balson. The independent Directors meet separately at each quarterly Board meeting.

The entire Board of Directors is engaged in risk management oversight. At the present time, the Board has not established a separate committee to facilitate its risk oversight responsibilities. The Board will continue to monitor and assess whether such a committee would be appropriate. In accordance with NYSE listed company rules, the Audit Committee assists the Board of Directors in its oversight of Domino’s company-wide risk management and the process established to identify, measure, monitor, and manage risks, in particular major financial and cybersecurity risks. The Board of Directors receives regular reports from management, as well as from the Audit Committee and other standing committees regarding relevant risks and the actions taken by management to address those risks.

The Company is required to have a majority of its Board be independent Directors. The Company’s Corporate Governance Principles contain the Company’s standards for director independence. A Director will be designated as independent if he or she (i) has no material relationship with the Company or its subsidiaries, (ii) satisfies the other criteria specified by NYSE listed company rules, (iii) has no business conflict with the Company or its subsidiaries and (iv) otherwise meets applicable independence criteria specified by law, regulation, exchange requirement or the Board. The Board has affirmatively determined that the following Directors who served in the 2017 fiscal year were independent under that definition:

C. Andrew Ballard

Andrew B. Balson

Diana F. Cantor

Richard L. Federico

James A. Goldman

Gregory A. Trojan (resigned from the Board in November 2017)

The Corporate Governance Principles further provide that the Directors are invited and expected to attend the Company’s annual meetings of shareholders. All Directors serving at the time of the 2017 annual meeting of shareholders attended the meeting.

The Company has adopted a Code of Professional Conduct for Senior Financial Officers that applies to all executive officers of the Company, including the Chief Executive Officer and Chief Financial Officer, as well as all of the Company’s other financial officers and other employees with senior financial roles. In addition, the Company has adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees that applies to all Directors, officers and employees. The Code of Professional Conduct and the Code of Business Conduct and Ethics are posted on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section on biz.dominos.com). The Company intends

Corporate Governance Principles and Director Information (continued)

to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Professional Conduct for the Chief Executive Officer, Chief Financial Officer, Corporate Controller or persons performing similar functions, by posting such information on its website.

A total of five meetings of the Board of Directors of the Company were held during 2017, and the Board acted via unanimous written consent on three other occasions. Each Director attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which that Director served during the period each served as a Director.

In accordance with NYSE requirements, the Board has a Nominating and Corporate Governance Committee, a Compensation Committee and an Audit Committee, all of which are comprised solely of independent Directors, as defined by Section 303A of the NYSE listed company rules and other applicable independence standards. Each committee of the Board has designated responsibilities and regularly reports on their activities to the entire Board.

The Company’s current leadership structure, as established in March 2010, separates the Chairman and Chief Executive Officer roles into two positions. David A. Brandon is the Chairman of the Board and J. Patrick Doyle is the Chief Executive Officer. The Company has determined what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company, and other relevant criteria. After considering these factors, the Company determined that separating the positions of Chairman of the Board and Chief Executive Officer is the appropriate leadership structure. The Chief Executive Officer is responsible for the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings and presides over meetings of the Board. The Company and the Board believe that this is appropriate under current circumstances, because it allows management to make the operating decisions necessary to manage the business, while helping to keep a measure of independence between the oversight function of our Board of Directors and operating decisions. The Company and the Board feel that this division provides an appropriate balance of operational focus, flexibility and oversight. The Company and the Board intend to continue this approach upon the transition from Mr. Doyle to Mr. Allison as the Company’s Chief Executive Officer.

Nominating and Corporate Governance Committee

During the 2017 fiscal year, the members of the Nominating and Corporate Governance Committee were Messrs. Goldman (Chairperson) and Trojan and Ms. Cantor until November 8, 2017, when Mr. Ballard replaced Mr. Trojan upon Mr. Trojan’s resignation from the Board. The independence of each member of the Nominating and Corporate Governance Committee is determined annually by the full Board of Directors in accordance with Section 303A.05 of the NYSE listed company rules. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee during 2017, as well as each of its current members, is independent.

The Nominating and Corporate Governance Committee met two times during 2017. A Nominating and Corporate Governance Committee Charter, as approved by the Board, reflects the Nominating and Corporate Governance Committee’s responsibilities, and the Nominating and Corporate Governance Committee reviews the charter at least once annually. The charter was last reviewed in October 2017 and can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section on biz.dominos.com).

The Nominating and Corporate Governance Committee’s functions include assisting the Board in determining the desired qualifications of Directors, identifying potential individuals meeting those qualifications, proposing to the Board a slate of nominees for election by the shareholders and reviewing candidates nominated by shareholders. In addition, further functions include reviewing the succession planning process for senior management of the Company, reviewing the Corporate Governance Principles, making recommendations to the Board with respect to other corporate governance principles applicable to the Company, recommending Directors to serve on committees, overseeing the determinations of director independence, overseeing the annual evaluation of the Board and management and reviewing Board succession plans.

Evaluation of Director Candidates. The Nominating and Corporate Governance Committee meets regularly to discuss, among other things, identification and evaluation of potential candidates for nomination as a Director. The Nominating

Corporate Governance Principles and Director Information (continued)

and Corporate Governance Committee may use a paid outside search firm or tools to identify possible Directors. In addition to the experience, qualifications and skills for Directors listed under Proposal One, Director candidates will be evaluated according to the qualifications as set forth in the Board’s Corporate Governance Principles, including the following desirable characteristics:

Board Diversity. While the Nominating and Corporate Governance Committee does not have a written policy regarding diversity in identifying director candidates, the Nominating and Corporate Governance Committee considers diversity in its search for the best candidates to serve on the Board of Directors. The Committee looks to incorporate diversity into the Board through a number of demographics, skills, experiences (including operational experience) and viewpoints, all with a view to identify candidates that can assist the Board with its decision-making. The Committee believes that the current composition of the Board of Directors reflects diversity based on a number of these factors.

Shareholder Submission of Director Nominees. The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders for the 2019 annual meeting of shareholders, provided that the names of such nominees are submitted in writing, not later than February 23, 2019 to the Corporate Secretary of Domino’s Pizza, Inc. at 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105. Each such submission must include a statement of the qualifications of the nominee, a consent signed by the nominee evidencing a willingness to serve as a Director, if elected, and a commitment by the nominee to meet personally with the Nominating and Corporate Governance Committee members.

Other than the submission requirements set forth above, there are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates a nominee for Director recommended by a shareholder.

Compensation Committee

The members of the Compensation Committee are Messrs. Balson (Chairperson), Ballard and Federico. The independence of each member of the Compensation Committee is determined annually by the Board of Directors in accordance with Section 303A.05 of the NYSE listed company rules. The Board of Directors has determined that each member of the Compensation Committee is independent.

The Compensation Committee met three times during 2017 and acted via unanimous written consent on three other occasions, to conduct its required business in accordance with the Compensation Committee Charter. The Compensation Committee Charter authorizes the Compensation Committee to delegate any of its responsibilities to one or more subcommittees. The Compensation Committee Charter, as approved by the Board, reflects the Compensation Committee’s responsibilities, and the Compensation Committee reviews the charter at least once annually. The charter was last reviewed in July 2017 and can be found on the Company’s corporate and investor website (“Investors—Corporate Governance” section on biz.dominos.com).

The Compensation Committee’s functions include examining the levels and methods of compensation employed by the Company with respect to the Chief Executive Officer and other executive officers, making recommendations with respect

Corporate Governance Principles and Director Information (continued)

to other executive officer compensation, reviewing and approving the compensation package of the Chief Executive Officer, making recommendations to the Board with respect to Director compensation, making recommendations to the Board with respect to incentive compensation plans and equity-based plans, making plan administration and compensation decisions under equity compensation plans approved by the Board, and implementing and administering one or more incentive bonus plans, subject to shareholder approval, that will qualify as compensation paid thereunder as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).

Audit Committee

During the 2017 fiscal year, the members of the Audit Committee were Ms. Cantor (Chairperson) and Messrs. Goldman and Trojan, until November 8, 2017 when Mr. Federico replaced Mr. Trojan upon Mr. Trojan’s resignation from the Board. The independence of each member of the Audit Committee is determined annually by the full Board of Directors in accordance with Section 303A.05 of the NYSE listed company rules, the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended. The Board of Directors has determined that each member of the Audit Committee during 2017, as well as each of its current members, is independent. Additionally, the Board determined that each member of the Audit Committee during 2017 was financially literate as required by Section 303A.07(a) of the NYSE listed company rules, and that two of its members, Ms. Cantor and Mr. Trojan, were audit committee financial experts under Item 407(d)(5) of Regulation S-K.

The Audit Committee met five times during 2017. The Audit Committee Charter, as approved by the Board, reflects the Audit Committee’s responsibilities, and the Audit Committee reviews the charter at least once annually. The charter was last reviewed in July 2017 and can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section on biz.dominos.com). The Audit Committee’s functions include: (i) providing assistance to the Board in fulfilling its oversight responsibility relating to the Company’s financial statements and the financial reporting process, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent registered public accountants, the Company’s system of internal controls, the internal audit function and the Company’s code of ethical conduct, (ii) retaining and, if appropriate, terminating the independent registered public accountants and (iii) approving audit and non-audit services to be performed by the independent registered public accountants.

The Audit Committee has adopted a policy under which audit and non-audit services to be rendered by the Company’s independent public registered accountants are pre-approved. All services provided to the Company by its independent public registered accountants for fiscal years 2017 and 2016 were pre-approved by the Audit Committee. This policy can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section on biz.dominos.com).

Audit and Other Service Fees

The following table sets forth the aggregate fees for professional services. All such services were pre-approved by the Audit Committee and rendered by PricewaterhouseCoopers LLP for each of the last two fiscal years (dollars in thousands):

Audit Committee Report

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report.

The Audit Committee is governed by a written charter which was adopted by the Company’s Board of Directors and is reviewed annually by the Audit Committee. The Audit Committee is responsible for overseeing the quality and integrity of the Company’s accounting, auditing, financial reporting and internal control practices. The Audit Committee is responsible for, in addition to other activities, the appointment, retention and compensation of the Company’s independent registered public accountants. The Audit Committee has a policy with respect to the pre-approval of non-audit services.

Each member of the Audit Committee is independent as required under the NYSE listed company rules, including those rules applicable to audit committee members. The Board has determined that two of its independent members during 2017, Ms. Cantor and Mr. Trojan, were audit committee financial experts under Item 407(d)(5) of Regulation S-K. The Audit Committee met five times during 2017.

In performing its responsibilities, the Audit Committee, in addition to other activities: (i) reviewed and discussed the Company’s audited financial statements with management, (ii) discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accountants, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) AS 1301 (Communications With Audit Committees), as modified or supplemented, and (iii) received the letter from PricewaterhouseCoopers LLP required by the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and discussed with PricewaterhouseCoopers LLP the firm’s independence. Based on these reviews, discussions and activities, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2017 for filing with the Securities and Exchange Commission (“SEC”).

The Audit Committee considered whether the provision of non-audit services by PricewaterhouseCoopers LLP was compatible with maintaining such firm’s independence. After reviewing the services provided by PricewaterhouseCoopers LLP, including all non-audit services, the Audit Committee, in accordance with its charter, authorized the reappointment of PricewaterhouseCoopers LLP as the independent registered public accountants of the Company, with such reappointment to be ratified by the shareholders at the Annual Meeting.

Respectfully submitted,

Audit Committee

Diana F. Cantor, Chairperson

Richard L. Federico

James A. Goldman

Proposal Two: Ratification of Independent Registered Public Accountants

The Company’s Audit Committee has selected PricewaterhouseCoopers LLP as the independent registered public accountants of the Company for the current fiscal year. Management expects that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The affirmative vote of the holders of a majority of the votes cast at the meeting in person or by proxy is necessary to ratify the selection of the Company’s independent registered public accountants for the current year. Under applicable law, listed company rules and the Company’s By-Laws, abstentions are not counted as votes cast and will have no effect on the outcome of the vote. Unless otherwise indicated, the persons named in the Proxy will vote all Proxies in favor of ratification. If the selection of PricewaterhouseCoopers LLP is not ratified, the Audit Committee will reconsider the selection of independent registered public accountants.

Even if the selection of PricewaterhouseCoopers LLP is ratified by shareholders, the Audit Committee, in its discretion, could decide to terminate the engagement of PricewaterhouseCoopers LLP and to engage another firm if the Committee determines such action to be necessary or desirable. Conversely, if the selection of PricewaterhouseCoopers LLP is not ratified by shareholders, the Audit Committee, in its discretion, could still decide to engage PricewaterhouseCoopers LLP for the 2018 audit if the Company determines such action to be necessary or desirable.

Stock Ownership Information

Security Ownership of Certain Beneficial Owners

The following table sets forth information (based upon filings with the SEC) with respect to the persons believed by the Company to own beneficially more than 5% of the outstanding common stock, par value $0.01 per share, of the Company as of December 31, 2017:

The foregoing information is based upon Schedule 13G reports or amendments filed with the SEC by the above beneficial owners in 2018, with respect to their holdings of the common stock of Domino’s Pizza, Inc. as of December 31, 2017.

Stock Ownership Information (continued)

Security Ownership of Management

The following table sets forth, as of December 31, 2017, the end of the Company’s last fiscal year, information with respect to the Company’s common stock, par value $0.01 per share, owned beneficially by each Director, by each nominee for election as a Director of the Company, by the named executive officers listed in the Summary Compensation Table starting on page 33 of this Proxy Statement and by all Directors and executive officers as a group.

The information with respect to beneficial ownership is based upon information furnished by each Director, nominee or executive officer, or information contained in filings made with the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires the Company’s Directors, certain executive officers and persons who own more than 10% of Domino’s Pizza, Inc. common stock to file initial reports of ownership and reports of changes in ownership of Domino’s Pizza, Inc. common stock with the SEC and the NYSE. The Company assists its Directors and certain executive officers in completing and filing those reports. Domino’s is required to disclose in its proxy statement any failure to file these reports by the required due dates. The Company believes that all filing requirements applicable to its Directors, executive officers and shareholders who own more than 10% of Domino’s Pizza, Inc. common stock were complied with during the last completed fiscal year.

Compensation Committee Interlocks and Insider Participation

During fiscal 2017, Messrs. Balson (Chairperson), Ballard and Federico served on the Compensation Committee. During fiscal 2017, no member of the Compensation Committee was an officer or employee of ours, a former officer of ours or of our subsidiaries or had any relationships requiring disclosure by us under Item 407(e) of Regulation S-K. None of our executive officers served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or Compensation Committee during fiscal 2017.

Executive Compensation

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s fiscal 2017 Annual Report on Form 10-K for filing with the SEC.

Respectfully submitted,

Compensation Committee

Andrew B. Balson, Chairperson

C. Andrew Ballard

Richard L. Federico

Compensation Discussion and Analysis

Executive Summary

Domino’s objective is to be the worldwide leader in the pizza industry and one of the top restaurant brands in the world. To accomplish this, the Compensation Committee believes that Domino’s must recruit and retain qualified and high-performing executives to help attain the Company’s business goals and objectives, and we have established short and long-term compensation programs that we believe support this mission.

The Compensation Discussion and Analysis describes the Company’s executive compensation program, philosophy and objectives as they relate to our 2017 named executive officers listed below:

Fiscal 2017 Business Performance. The Company completed another profitable year in fiscal 2017. The following table illustrates the Company’s growth in fiscal 2017 in terms of revenues, segment income (as defined and disclosed in Note 11 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2017 included in the Annual Report on Form 10-K filed with the SEC on February 20, 2018), income from operations and stock price relative to fiscal 2016 and fiscal 2015.

The Company’s performance during fiscal 2017, and for the three-year period ending with fiscal 2017, demonstrated significantly improved financial results and a corresponding strong growth in the Company’s stock price.

2017 Key Performance and Compensation Highlights. Key events with respect to the Company’s 2017 executive compensation program are as follows:

Changes to be effective in 2018:

Compensation Discussion and Analysis (continued)

Compensation Program Overview

The Compensation Committee is responsible for determining the compensation of our executive officers and administering the cash incentive and equity-based plans in which our executive officers, Directors and other employees participate. The goal of the Company’s executive compensation program is to attract, motivate and retain talented individuals to help us attain our business goals and objectives. We are committed to achieving long-term, sustainable growth and increasing shareholder value. Our compensation programs for our named executive officers are designed to be aligned with and to enhance these commitments, as well as to encourage strong financial performance on both an annual and long-term basis.

The Compensation Committee uses total direct compensation as the primary measure of compensation for our named executive officers. The principal elements of total direct compensation for the CEO and our other named executive officers are: (i) annual base salary, (ii) annual performance incentives under the AIP, and (iii) long-term incentive compensation consisting of stock options and performance shares granted under the Company’s 2004 Equity Incentive Plan, as amended (“EIP”).

The Compensation Committee places a significant focus on performance-based compensation, which is provided in the form of annual performance incentives under the AIP and stock options and performance shares under the EIP. For fiscal 2017, approximately 67% of the target total direct compensation for Messrs. Allison, Weiner and Lawrence was attributable to performance-based compensation, and approximately 60% of the target total direct compensation for Mr. Morris was attributable to performance-based compensation.

For our CEO, the Compensation Committee places even more emphasis on the performance-based components of total direct compensation. Accordingly, approximately 85% of Mr. Doyle’s target total direct compensation for fiscal 2017 was attributable to performance-based compensation. Our strong focus on performance-based compensation rewards strong Company financial performance and aligns the interests of our named executive officers with those of our shareholders.

Other aspects of the Company’s executive compensation program are intended to further align the interests of our named executive officers with those of our shareholders and to promote good corporate governance. These include:

Compensation Philosophy and Process

Compensation Committee Philosophy. The Compensation Committee determines the total direct compensation levels, the components thereof and relative weightings for our named executive officers. The Compensation Committee generally targets the 50th percentile of the applicable benchmark (i.e., peer group and broader quick service restaurant and hospitality industry surveys, as described below) when setting target total direct compensation levels for our CEO and other named executive officers, but also takes into account other factors as described below. Executive-specific considerations, actual performance related to the incentive plan measures used and stock price performance can result in our named executive officers’ actual total direct compensation being above or below the 50th percentile in any given year. Our use of peer groups and other data in making compensation decisions is described below.

Compensation Discussion and Analysis (continued)

Compensation Setting Process. In order to evaluate and maintain the effectiveness of the Company’s current executive compensation program, the Compensation Committee annually reviews the reasonableness of executive compensation levels using independent professional compensation consultants, currently Willis Towers Watson (“WTW”), as well as public information about comparable companies within the Company’s industry, and evaluates such levels in light of individual performance as well as the Company’s growth and profitability. In making compensation decisions, the Compensation Committee reviews the nature and scope of each named executive officer’s responsibilities, as well as his effectiveness in supporting the Company’s long-term goals. The Compensation Committee attempts to set salary, annual performance incentives, long-term incentive compensation and other compensation and benefits at levels that will attract, motivate, and retain superior executive talent in a highly competitive environment.

In 2017, the Compensation Committee conducted a review of the total direct compensation of our named executive officers using data provided by WTW. The Compensation Committee generally targets the total direct compensation mix of our President-Domino’s International, President-Domino’s USA and Chief Financial Officer to be allocated equally among annual base salary (33%), annual performance incentive (33%) and long-term incentive compensation (34%), based on the grant date value of long-term incentive compensation and assuming target performance for annual performance incentives and long-term incentive compensation. For our General Counsel, this target mix is as follows: annual base salary (40%), annual performance incentive (20%) and long-term incentive compensation (40%), based on the grant date value of long-term incentive compensation and assuming target performance for annual performance incentives and long-term incentive compensation.

TARGET PAY MIXAnnual Base Salary President-Domino’s International President-Domino’s USA Chief Financial Officer Annual Performance Incentive Long-term Incentive Compensation Performance-based Incentive Compensation: 67% 34% 33% 33% TARGET PAY MIX General Counsel Annual Base Salary Annual Performance Incentive Long-term Incentive Compensation Performance-based Incentive Compensation: 60% 40% 40% 20% TARGET PAY MIX CEO Annual Base Salary Annual Performance Incentive Long-term Incentive Compensation Performance-based Incentive Compensation: 85% 54% 15% 31%

Compensation Discussion and Analysis (continued)

90%+ of shareholders approved the say-on-pay proposal at our 2017 annual meeting

As noted previously, for our CEO, the Compensation Committee places more emphasis on the performance-based components of total direct compensation. His target mix for fiscal 2017 was allocated as follows: annual base salary (15%), annual performance incentive (31%) and long-term incentive compensation (54%), based on the grant date value of long-term incentive compensation and assuming target performance for annual performance incentives and long-term incentive compensation. The Compensation Committee believes that for our CEO, the proportion of performance-based compensation as a component of total direct compensation should be greater than that of annual base salary because performance-based compensation better serves to align our CEO’s interest with the interests of the Company’s shareholders.

For any given year, the annual base salary, annual performance incentives and long-term incentive compensation actually earned by or paid to our named executive officers may differ from the percentage allocations described above due to actual performance relative to the applicable incentive plan performance measures and stock price performance. For fiscal 2017, the amount of annual performance incentives reported in the Summary Compensation Table as earned by our named executive officers is greater than the respective stated target percentage due to achievement by the Company of applicable incentive plan performance measures at above-target levels.

Consideration of Say-On-Pay Vote and Shareholder Feedback. In evaluating the Company’s executive compensation program, the Compensation Committee also considered the results of the advisory vote on the say-on-pay proposal presented at the Company’s 2017 annual meeting of shareholders. At the 2017 annual meeting, over 90% of shares voted were in support of the compensation provided to our named executive officers. In light of our shareholders’ continued support and the success of the executive compensation program, the Compensation Committee made minimal changes to the program during 2017 in response to the say-on-pay vote. The Compensation Committee concluded that the Company continues to provide a competitive pay-for-performance package that effectively incentivizes and retains executives.

In addition to considering the results of the 2017 say-on-pay vote as described above, the Company regularly engages in discussions with certain key shareholders to solicit their feedback regarding our executive compensation program. The Company and the Compensation Committee identified that tax gross-ups on personal usage of the corporate aircraft was an area of concern for certain shareholders and, therefore, opted to eliminate this tax gross-up during fiscal 2018.

Compensation Discussion and Analysis (continued)

Role of the Compensation Consultant. The Compensation Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Compensation Committee and also to discontinue such services. In accordance with this authority, the Compensation Committee engaged WTW as an independent compensation consultant to advise the Compensation Committee on matters related to executive compensation in fiscal 2017 and in previous years. The Company has assessed the independence of WTW pursuant to Item 407(e)(3)(iv) of Regulation S-K and concluded that no conflict of interest exists that would prevent WTW from independently advising the Compensation Committee. In 2017, WTW did not attend any Compensation Committee meetings. However, WTW prepared an executive compensation governance update that was provided to the Compensation Committee in advance of its July 2017 meeting, and an analysis of competitive executive pay practices that was provided to the Compensation Committee in advance of its December 2017 meeting. The Compensation Committee also used WTW data in evaluating and determining our named executive officers’ total direct compensation, and the components thereof and relative weightings, as described below. The Compensation Committee has used, and intends to continue to use, WTW in 2018.

Benchmarking and Peer Group. The Compensation Committee evaluates executive compensation by measuring the target total direct compensation of our named executive officers against benchmarks consisting of the Company’s peer group and of other comparable companies. It conducts an annual review of executive compensation by analyzing several peer group and market surveys, including peer group and market executive compensation studies prepared by WTW for the applicable time periods (the “WTW Studies”) which reflect relevant general industry and quick service restaurant and hospitality industry compensation levels. The Compensation Committee generally uses a composite of these peer group and market surveys to determine market compensation levels, determine the compensation levels for our named executive officers and to determine the named executive officers’ target levels of total direct compensation and components thereof taking into account individual compensation recommendations and individual performance, responsibilities, leadership and years of experience, as described below.

For 2017, the Compensation Committee considered the industry survey data in the WTW Studies and targeted the annual base salary for the CEO to be at the market median. The Compensation Committee targeted the CEO’s total direct compensation for 2017 above market median, at approximately 114%, due to industry differences and the financial performance and other characteristics of the relevant companies as compared with the Company, as described in further detail under “Compensation for Chief Executive Officer” below.

The Compensation Committee targets the annual base salary and total direct compensation for the other named executive officers, on average, to be within a competitive range around the market median. For 2017, the base salaries of the named executive officers other than the CEO (and Mr. Morris, who was not employed by the Company at the time market base salary data was analyzed) ranged from 84% to 103% of the median base salary from the industry compensation survey data and target total direct compensation ranged from 79% to 95% of such market median.

The Compensation Committee reviews the composition of its peer group annually in July for use in executive compensation decisions for the following year. For 2017, there were no changes made to the peer group from the prior year.

The following criteria were considered in determining the members of the Company’s 2017 peer group: publicly-traded, retail or hospitality industry companies, revenues generally between 0.25 times and 3.0 times that of the Company, and a similar business model, complexity of business and recruiting pool for executives.

Compensation Discussion and Analysis (continued)

Role of Executive Officers in Establishing Compensation. The Company’s executive officers have a limited role in the executive compensation process. The CEO, the Company’s Chief People Officer and the Chairperson of the Compensation Committee annually review the performance of each named executive officer (other than the CEO) and the Company’s other executive officers to formulate compensation recommendations for the Compensation Committee. In addition, the Chairman of the Board and the Chairperson of the Compensation Committee review the performance of the CEO to formulate recommendations relating to the CEO’s compensation. The scope of these reviews is to evaluate performance for a given year and make compensation recommendations for that year and the subsequent year. The Chairperson of the Compensation Committee typically engages in discussions with WTW prior to making such recommendations to the full Compensation Committee. The conclusions reached and recommendations based on these reviews, including with respect to base salary adjustments and annual incentive awards under the AIP and EIP, are then presented to the Compensation Committee for approval in December of each year. The Compensation Committee may exercise its discretion to modify any recommended base salary adjustments or annual performance incentive or long-term incentive compensation awards to executives. The Compensation Committee ultimately makes all compensation decisions for our named executive officers, which are then ratified by our Board of Directors.

Use of Tally Sheets. For 2017, the Compensation Committee, with the assistance of management of the Company, created tally sheets to facilitate the Compensation Committee’s review of the total direct compensation of our named executive officers. In preparation for making decisions on increases in base salary, target annual performance incentive awards and target long-term incentive compensation (equity) award grants, the Compensation Committee reviewed the tally sheets for our named executive officers. The tally sheets contained annual cash compensation (base salary and annual performance incentives), other compensation, stock option exercises, equity award vesting events and annual equity award grants under the EIP, and also includes Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”) fair market values for the grants, potential severance payments, and equity award holdings with the total in-the-money value of such equity awards at the end of the preceding fiscal year.

Equity Award Processes. Equity awards are generally granted at the regularly scheduled meetings of the Compensation Committee in February and July of each year. The specific date of these meetings is set by the Board of Directors, along with other Board and committee meetings, generally one to three years in advance. On occasion, in connection with new hires, promotions or certain corporate events, equity awards have been granted at other times throughout the year. The Compensation Committee does not have any plans, practices or policies of timing these equity award grants in coordination with the release of material non-public information and the Company does not have any plans, practices or policies of timing the release of material non-public information with the timing of equity awards. The exercise price of stock options is set at the closing price of Domino’s Pizza, Inc. common stock on the NYSE on the date of the grant.

Components of Total Direct Compensation

Annual Base Salary. The Compensation Committee annually reviews and approves the annual base salaries of our named executive officers and any adjustments thereto. In making decisions about adjustments to annual base salaries, the Compensation Committee considers various factors such as:

Compensation Discussion and Analysis (continued)

The 2017 annual base salaries for our named executive officers, including any year-over-year change, were as follows:

Annual Performance Incentives. The following section describes the annual performance incentive for fiscal 2017 for each of our named executive officers under the AIP. For 2017, the annual performance incentive targets for the CEO and named executive officers were as follows:

The Compensation Committee establishes the performance measures and targets and approves annual performance incentive payouts for the named executive officers based on the extent to which the pre-established performance targets associated with such incentives have been achieved. The Compensation Committee made annual performance incentive awards under the AIP to each of the named executive officers for fiscal 2017.

The Compensation Committee, Board of Directors and shareholders last approved the AIP in 2015. The AIP allows the Compensation Committee flexibility in establishing the participants, performance measures, performance periods and performance targets, including minimum and maximum annual payment thresholds. For fiscal 2017, greater than 90% of the applicable performance target was required to be achieved in order for AIP participants to be eligible to receive an annual performance incentive payout and the maximum annual payout under the AIP was the lesser of (i) 250% of an individual’s annual performance incentive target, and (ii) $5,000,000 per participant, the maximum annual payment threshold. In February 2017, the Compensation Committee established the annual performance measure, list of participants and target incentive amounts under the AIP for senior executives of the Company for the 2017 fiscal year. For 2017, all of the named executive officers were participants under the AIP.

For annual performance incentives granted with respect to fiscal 2017, the performance measure, as applied to all of the named executive officers, was segment income as defined by the Company under Accounting Standards Codification 280, Segment Reporting (“ASC 280”), with certain adjustments (referred to as “adjusted net segment income”), measured over the full 2017 fiscal year. The Compensation Committee believes that the use of adjusted net segment income is appropriate because it is a reliable barometer for the overall success of the Company and it is a primary measure used by management to internally evaluate operating performance, to determine future performance targets and for long-range planning for the Company.

For fiscal 2017, a named executive officer was not entitled to an annual performance incentive payout under the AIP unless performance exceeded 90% of the performance target (the “performance threshold”), in which case the executive officer would receive 1% of his annual performance incentive target for every incremental 0.1% in excess of the performance threshold achieved by the Company, up to the maximum annual payment amount described above.

Compensation Discussion and Analysis (continued)

For illustrative purposes, assume a named executive officer had an annual base salary of $100,000 and was eligible for an annual performance incentive target of 100% of his annual base salary. Further assume that the Company had an annual performance target of $10,000,000. The Compensation Committee determined the following:

For the named executive officers, the annual performance target for fiscal 2017 was $564.0 million in adjusted net segment income. This annual performance target was set to be aggressive, yet realistic in order to sufficiently motivate executive performance. As shown below, the Compensation Committee has raised the annual performance target by 9.5% or more from the previous year’s target in each of the last eight fiscal years. In 2017, the annual performance target was raised 17.0% from the 2016 annual performance target and 10.3% from the actual results in 2016. These significant increases thereby require superior performance from the Company in a highly-competitive market to achieve the annual performance target.

As noted above, the Compensation Committee sets the annual performance targets at levels that it believes are aggressive, but achievable. As shown in the chart above, in certain years, the AIP had zero payout or was paid out at less than target. Further, the AIP has never paid out at its maximum level in any year.

The Company’s current eight-year trend of higher than 100% achievement of annual performance targets has corresponded with the significant growth of the Domino’s business over that time. This growth has been driven by many factors, including the reformulation and launch of our hand-tossed pizza in 2009, an increased focus on technology platforms, creative advertising that highlights our growing brand and product offerings, the introduction of a reimaged carryout-friendly store design and franchisee performance.

The Company’s domestic sales performance continues to be top of the QSR industry with an eight-year domestic same store sales average increase of nearly 7.5%. Beginning in 2010, the Company’s domestic year-over-year same store sales increases were 9.9% in 2010, 3.5% in 2011, 3.1% in 2012, 5.4% in 2013, 7.5% in 2014, 12.0% in 2015, 10.5% in 2016 and 7.7% in 2017. The Company’s international same store sales increased by 6.9% in 2010, 6.8% in 2011, 5.2% in 2012, 6.2% in 2013, 6.9% in 2014, 7.8% in 2015, 6.3% in 2016 and 3.4% in 2017. (For a description of how the Company calculates same store sales, a commonly-used statistical measure in the quick-service industry that the

Compensation Discussion and Analysis (continued)

Company believes is important to understanding its financial performance, see our Annual Report on Form 10-K filed with the SEC on February 20, 2018.) Additionally, the Company’s global retail sales have increased by 11.0% in 2011, 6.5% in 2012, 8.2% in 2013, 11.1% in 2014, 8.4% in 2015, 12.5% in 2016 and 12.7% in 2017 and the Company’s common stock price has increased 3,912% from January 1, 2009 through December 31, 2017.

These business results have outpaced a very competitive industry and have resulted in overachievement in relation to the annual performance incentive targets during this same time period. In addition, because the annual performance targets set by the Compensation Committee were based on the Company’s performance as a whole, the likelihood of each named executive officer achieving his annual performance incentive targets were equal.

The specific performance targets established by the Compensation Committee are based on the business plans of the Company and take into account a variety of factors including certain plans, programs, commodity pricing and discounts (including long-term supply contracts), product pricing and discounts, volume and sales predictions, marketing plans and expenses, domestic and international store count projections, product initiatives, technological initiatives, macroeconomic conditions and other meaningful information.

The amount of the annual performance incentive payouts for 2017 exceeded the target annual performance incentive payout because actual performance was 102.189% of the annual performance target. Accordingly, pursuant to the terms of the AIP (as described above), based on this level of performance, 121.89% of the target incentive payout was earned by our named executive officers for fiscal 2017.

Long-term Incentive Compensation. The Compensation Committee believes that an equity component of executive compensation serves to align our named executive officers’ interests with the interests of our shareholders and creates value for those shareholders. To that end, the Company maintains the EIP, a long-term equity-based incentive compensation program.

In 2017, our Board of Directors approved the following awards under the EIP to our named executive officers after considering the Company’s equity grant guidelines and the WTW Studies:

Compensation Discussion and Analysis (continued)

Performance Shares. In 2017, the Compensation Committee continued its use of performance shares as a vehicle for long-term incentive compensation. The Compensation Committee believes that performance shares align with peer group equity compensation practices and are an important component of its diversified equity compensation strategy. Recipients of performance shares do not receive a benefit from the award unless the Company achieves the applicable performance goals. The actual value of the shares that are earned, if any, will depend on our stock price at the time the performance shares vest. The Compensation Committee believes that participation in the Company’s long-term incentive compensation program accomplishes the objective of linking each named executive officer’s opportunity for financial gain to Company performance and increases in shareholder value, as reflected by the market price of the Company’s common stock.

Performance share awards are full value awards that consist of restricted shares of Domino’s Pizza, Inc. common stock that are subject to both time-based and performance-based vesting conditions. The awards vest over four years in four separate vesting tranches, generally subject to continued employment, and each vesting tranche is subject to a one-year performance-based vesting condition that is established annually by the Compensation Committee. Outstanding, unvested performance shares are also eligible to receive dividends. Dividends accrue on such unvested performance shares and are delivered if and when the performance shares to which they relate vest. For performance shares granted in 2017 (as well as prior years), the measurement of performance established by the Compensation Committee was segment income as defined by the Company under ASC 280, with certain adjustments (the same “adjusted net segment income” used by the Company for annual performance incentives, as described above). Adjusted net segment income was used as the performance measure for performance shares because it is the primary measure used by management to internally evaluate operating performance, to determine future performance targets and for long-range planning for the Company and the Compensation Committee believes it is the most reliable barometer for the overall success of the Company.

For performance share grants awarded in fiscal 2015 and earlier, the performance shares vest only if the Company achieves at least 85% of the annual performance target (with no additional performance shares earned for performance above 85% of the annual performance target). Beginning with performance share grants awarded in fiscal 2016, performance shares vest only if 90% or more of the annual performance target is achieved (with no additional performance shares earned for performance above 90% of the annual performance target). If the achievement is less than 85% of the performance target for grants awarded in fiscal 2015 or earlier, or less than 90% for grants awarded in fiscal 2016 or later, each vesting tranche for that fiscal year is canceled and forfeited for no consideration. The performance share awards do not contain a provision for partial vesting. All unvested performance shares are canceled upon termination of employment, except as described below. The performance target with respect to the 2017 fiscal year was utilized for all performance shares previously granted with a 2017 vesting tranche; such performance target was achieved and all performance shares subject to a 2017 vesting tranche vested in full.

Stock Options. In 2017, the Compensation Committee continued its use of stock options as an additional vehicle for long-term incentive compensation. Recipients of stock option grants do not receive a benefit from stock options unless and until the market price of the Company’s common stock increases above the exercise price and the recipient exercises such stock options.

Stock options awarded under the EIP have a maximum term of ten years and vest ratably over four years, generally subject to continued employment. Vested options are exercisable for a limited period of time after termination of employment. All options awarded under the EIP are granted with an exercise price equal to the closing price of Domino’s Pizza, Inc. common stock on the grant date of the award.

Accelerated Vesting. In the event that an executive’s employment is terminated (i) involuntarily by the Company without cause, or (ii) due to the executive’s disability prior to the date any vesting tranche of the performance shares become vested based on continued employment but after the Compensation Committee has certified that the performance vesting conditions with respect to such vesting tranche have been satisfied, the performance shares subject to such vesting tranche will vest in full. All unvested stock options fully vest upon an executive’s death. In the event of a qualified retirement, the time vesting condition applicable to all unvested performance shares will lapse and such performance shares will remain eligible to vest based on performance and all unvested stock options will vest in full. For this purpose,

Compensation Discussion and Analysis (continued)

a qualified retirement means any termination of employment (other than for cause) after ten years of continuous service and attaining age 55. As of December 31, 2017, no named executive officers had satisfied the qualified retirement requirements. In the event of a covered transaction (generally defined in the EIP as a merger or consolidation in which the Company is not the surviving entity, a disposition of substantially all of the Company’s common stock or assets, or a dissolution or liquidation of the Company) all unvested performance shares and stock options vest in full.

Additional Information Regarding the EIP. Under the EIP, the Compensation Committee may award incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, stock deliverable on a deferred basis, performance share awards, and cash payments. The EIP also limits the maximum number of shares for which awards may be granted to any participant in any year to 1,000,000 shares per participant. The limit on shares available under the EIP, the individual limits, and other award terms are subject to adjustment to reflect stock splits or stock dividends, combinations, and certain other events. The EIP also includes provisions concerning the treatment of awards upon the termination of service of an individual employee, and in the case of a change in control of the Company, merger or similar corporate transaction by the Company. Grants of awards to our CEO and other named executive officers are presented to the Board of Directors by the Compensation Committee and are ratified by our Board of Directors.

Other Elements of Compensation

Employee Stock Payroll Deduction Plan. The Company maintains the Employee Stock Payroll Deduction Plan (the “ESPDP”), adopted in July 2004, to provide employees, including our named executive officers, with an opportunity to purchase shares of the Company’s common stock through payroll deductions at a 15% discount from the market price. The ESPDP is a qualified plan under Section 423 of the Internal Revenue Code. Shares of the Company’s common stock purchased under the ESPDP have a one-year holding period requirement before employees can sell the shares. The Compensation Committee believes the ESPDP is an attractive benefit that assists the Company in retaining key employees, securing new qualified employees and providing incentives for employees to work towards achieving the Company’s key objectives because it gives employees access to the Company’s equity at a discounted price.

Pension and Post-Retirement Benefits. The Company does not maintain a defined benefit pension plan or retiree medical coverage for the named executive officers.

Deferred Compensation. The Company maintains the Domino’s Pizza Deferred Compensation Plan (the “DCP”), a nonqualified elective deferred compensation plan, under which our named executive officers, a select group of management or highly-compensated employees and our Directors are permitted to defer their own compensation. Deferred amounts under the DCP are notionally invested in mutual funds or other investments available under the DCP. The Company does not provide an employer match for amounts deferred in the DCP or otherwise make employer contributions to the DCP. The DCP is described more fully under “Non-Qualified Deferred Compensation” below.

Perquisites. The Company makes a limited number of perquisites available to our named executive officers. The Company covers expenses for each participating named executive officer for the completion of an annual comprehensive physical for the executive and his spouse. The Company also reimburses each named executive officer for their personal purchases of Domino’s food items. Mr. Doyle is also entitled to a certain number of hours of personal use of the Company’s aircraft, as described below. Detailed information regarding perquisites provided to the named executive officers is set forth in the Summary Compensation Table in this Proxy Statement.

Other Benefits. The Company also maintains a benefits program comprised of retirement income and group insurance plans. The objective of the program is to provide our named executive officers and certain other full-time employees with reasonable and competitive levels of benefits for the four contingencies (retirement, death, disability and illness), which will interrupt the eligible employee’s employment and/or income received as an active employee. The retirement program consists of two savings plans: (i) a non-qualified deferred compensation plan (the DCP referenced above), and (ii) a tax-qualified 401(k) savings plan (the Domino’s Pizza 401(k) Savings Plan). The 401(k) savings plan is open to all employees age 21 or older who have also worked at least 1,000 hours for the Company. Effective January 1, 2018, the age requirement was lowered to age 18 or older. The Company provides a match on employee 401(k) contributions equal to 100% on the first 3% of eligible compensation contributed by employees into their 401(k) accounts and 50% of the next 2% of eligible employee 401(k) contributions.

Compensation Discussion and Analysis (continued)

The Company’s group insurance program consists of life, disability and health insurance benefit plans that are offered to all full-time employees. Additionally, umbrella insurance premiums are paid by the Company for participating named executive officers, and the amounts paid are recorded as compensation (and included in the Summary Compensation Table) for such named executive officers. This umbrella insurance provides high limits of liability to protect the named executive officer against a catastrophic liability loss and stacks on top of the executive’s homeowners, personal auto, watercraft, and any other underlying liability policies. Umbrella insurance covers bodily injury, property damage, and personal injury, which includes offenses such as libel, slander, false arrest, invasion of privacy, and others.

Compensation for Chief Executive Officer

Mr. Doyle’s annual base salary of $1,025,000, effective since March 1, 2016, was unchanged by the Compensation Committee for the 2017 fiscal year. Mr. Doyle entered into an employment agreement in March 2015 that grants him an annual allotment of 45 hours of personal use of the Company’s corporate aircraft during the term of the agreement at no charge to him to address bona fide business-oriented security concerns. For any personal use over the allotted 45 hours per year, the Company has a time-sharing agreement with Mr. Doyle that requires him to reimburse the Company for such personal use of the Company’s corporate aircraft pursuant to a statutory formula. The employment agreement also provides that Mr. Doyle will be eligible for an annual performance incentive that is targeted at 200% of his annual base salary, the actual amount of which is based on the Company’s achievement of applicable performance targets under the AIP.

In December 2016, WTW provided an executive officer compensation study (the “2016 Study”) to the Compensation Committee that reflected relevant quick service restaurant and hospitality industry compensation levels, as described in more detail under “Benchmarking and Peer Group” above. Among other factors, the Compensation Committee considered the results of the 2016 Study when it made decisions relative to Mr. Doyle’s compensation for fiscal 2017. For fiscal 2017, the Compensation Committee elected to (i) keep Mr. Doyle’s annual base salary at $1,025,000 per year (approximately the 2016 Study market median of $1,030,000), (ii) keep his target performance incentive at 200% of his annual base salary, and (iii) increase his target long-term incentive compensation to 350% of his annual base salary for fiscal 2017.

In December 2017, WTW provided an executive officer compensation study (the “2017 Study”) to the Compensation Committee using a consistent methodology as the 2016 Study, to be considered when making decisions relative to Mr. Doyle’s compensation for fiscal 2018. For fiscal 2018, the Compensation Committee elected to keep Mr. Doyle’s annual base salary and target performance incentive at the same level as fiscal 2017, as discussed above. Given the announcement of Mr. Doyle’s resignation from the Company on June 30, 2018, the Compensation Committee awarded Mr. Doyle one-half of his target long-term incentive compensation, for a target value of 175% of his annual base salary, and his performance incentive payout would be prorated at 50% based on a mid-year departure.

In February 2017, Mr. Doyle was awarded, as approved by the Board of Directors, long-term incentive compensation in the form of an equity grant under the EIP consisting of: (i) a stock option award of 45,200 shares with a four-year graded vesting period, a ten-year term and an exercise price equal to the closing price of our common stock on the date of the grant, and (ii) a performance share award of 7,720 shares that vest equally over four years in separate tranches. The stock options and performance shares have the same terms and conditions as those described under “Long-term Incentive Compensation” above. In February 2018, Mr. Doyle was granted long-term incentive compensation awards under the EIP, as approved by the Board of Directors, consisting of: (i) a stock option award of 20,450 shares, and (ii) a performance share award of 3,430 shares, both with the same terms as the equity grants received in 2017.

The Compensation Committee has continued the Company’s practice of using performance-based awards, consisting of stock options and performance shares, for equity compensation to the CEO and other executive officers. The philosophy behind this practice is that stock options and performance shares require strong financial performance in order for the CEO and other executives to earn compensation.

The Compensation Committee believes that Mr. Doyle’s compensation is appropriate in relation to his experience, skills, past performance and market data. It believes that Mr. Doyle’s annual base salary in 2017 is an appropriate annual base salary for the CEO as it is at approximately 100% of the market median according to the 2016 Study. Mr. Doyle’s 2017

Compensation Discussion and Analysis (continued)

annual performance incentive target is above the market median and his long-term incentive compensation is below the market median, resulting in his total direct compensation being above the market median. Mr. Doyle has more than eight years of experience as CEO of the Company and has served in an executive capacity at the Company for more than 20 years. He has overseen tremendous sales, store growth and earnings growth during his tenure. The Compensation Committee and Board of Directors have increased his compensation commensurate with these results.

Further, the Compensation Committee believes Mr. Doyle’s compensation package effectively links shareholder and financial performance to Mr. Doyle’s total direct compensation through the use of long-term incentive compensation awards and cash compensation that is primarily based on Company performance. With respect to financial performance, the Company’s global retail sales, a non-GAAP measure calculated as total worldwide retail sales at Company-owned and franchise stores (as reported by franchisees), has increased over 95% during Mr. Doyle’s eight-year tenure as CEO, and the Company’s segment income has increased 117% during this time. The Company believes that global retail sales information is useful in analyzing revenues because franchisees pay royalties that are based on a percentage of franchise retail sales. The Company reviews comparable industry global retail sales information to assess business trends and to track the growth of the Domino’s brand. In addition, supply chain revenues are directly impacted by changes in franchise retail sales. Retail sales for franchise stores are reported to the Company by its franchisees and are not included in Company revenues. The price of the Company’s common stock has increased from $13.79 per share on Mr. Doyle’s start date to $222.96 per share, or 1,517%, during Mr. Doyle’s eight-year tenure as CEO.

In January 2018, Mr. Doyle announced his resignation from his position as CEO and Director of the Company effective June 30, 2018.

Compensation for New Chief Executive Officer

In January 2018, the Company’s Board of Directors appointed Mr. Allison to succeed Mr. Doyle as CEO, effective July 1, 2018, and intends to appoint him to replace Mr. Doyle as a Director on or after July 1, 2018. In January 2018, Mr. Allison entered into a new employment agreement with the Company, effective July 1, 2018, under which he will receive (i) a base salary of $865,000, (ii) an annual incentive bonus target of 200% of his base salary, (iii) an annual equity award, consisting of performance shares and stock options, with a target value equal to 250% of his base salary, and (iv) a special equity award consisting of a restricted stock award with a grant date value of $4,750,000 that will vest 100% on the fourth anniversary of the grant, generally subject to his continued employment through such date. Mr. Allison’s employment agreement grants him an annual allotment of 45 hours of personal use of the Company’s corporate aircraft at no charge to him during the term of the agreement. Mr. Allison entered into a time-sharing agreement with the Company requiring him to reimburse the Company for personal use over his allotted hours based upon a statutory formula. Mr. Allison will not be provided with a tax gross-up with respect to personal use of the Company’s corporate aircraft. The Compensation Committee determined the terms of Mr. Allison’s compensation as CEO with input from WTW and after reviewing his current compensation arrangements and the compensation of chief executive officers at peer group companies with similar backgrounds and experience. The Company’s Board of Directors approved his new compensation terms and employment agreement.

Compensation for New Chief Operating Officer and President of the Americas

In connection with his appointment as Chief Operating Officer and President of the Americas, in January 2018, Mr. Weiner entered into a new employment agreement with the Company, effective July 1, 2018, under which he will receive (i) a base salary of $725,000, (ii) an annual incentive bonus target of 150% of his base salary, (iii) a 2018 annual equity award, consisting of performance shares and stock options, with a target value equal to 200% of his base salary, and (iv) a special equity award consisting of a restricted stock award with a grant date value of $3,275,000 that will vest 100% on the fourth anniversary of the grant, generally subject to his continued employment through such date. The Compensation Committee determined the terms of Mr. Weiner’s compensation in his new position with input from WTW. The Company’s Board of Directors approved his new compensation terms and employment agreement.

Employment Agreements

Each of our named executive officers is party to a written agreement that governs their employment with the Company and includes both severance provisions as well as restrictive covenants that apply for two years following termination of

Compensation Discussion and Analysis (continued)

employment. The provisions of the employment agreements relating to termination of employment and severance are described in more detail under “Potential Post-Employment Payments to Named Executive Officers.” We believe entering into non-competition and non-solicitation arrangements with our named executive officers is important to protect the Company following the cessation of their employment and we also believe that severance provisions help attract and retain top-performing executive officers.

Stock Ownership Guidelines

The Compensation Committee reviews the Company’s stock ownership guidelines annually. In July 2015, the Compensation Committee amended the guidelines to require stock ownership after five years of employment or service with the Company at the individual’s current executive level equal to five times base salary for the CEO, four times base salary for President-level executives, and three times base salary for the other named executive officers. These stock ownership guidelines are designed to align management’s and shareholders’ interests and to encourage loyalty and long-term focus of executives. All of our named executive officers and directors who have completed their respective accumulation period under the guidelines are in compliance with such guidelines.

Clawback Policy

The Compensation Committee has adopted a clawback policy which provides that in the event of an accounting restatement due to material non-compliance with financial reporting requirements under the U.S. federal securities laws, the Compensation Committee has the right to use reasonable efforts to recover from any of our current or former executive officers who are subject to Section 16 of the Exchange Act and who received incentive-based compensation (including annual cash incentives, performance-based compensation and time-based equity and equity-based awards) during the three-year period preceding the announcement by the Company of its financial statement restatement. Such recovery shall be equal to the amount of excess compensation awarded or paid to such executive officer as a result of the misstatement. This policy applies to cash bonus opportunities and performance-based compensation awards made on or after December 29, 2014. This clawback policy is intended to be interpreted in a manner consistent with any applicable rules or regulations adopted by the SEC or the NYSE as contemplated by the Dodd-Frank Act and any other applicable law and shall otherwise be interpreted by the Compensation Committee.

Tax and Accounting Considerations

Section 162(m) generally limits the tax deductibility of annual compensation paid by a publicly-held company to $1,000,000 per employee per year for certain executive officers. However, for 2017 and prior years, this limitation generally did not apply to performance-based compensation under a plan that was approved by the shareholders of a company that also meets certain other technical requirements. This performance-based compensation exception was repealed for taxable years beginning after December 31, 2017 and certain other changes were made to Section 162(m) and, as a result, compensation paid to certain current or former executive officers in excess of $1,000,000 per year will generally not be deductible unless it qualifies for transition relief applicable to certain legally binding contracts that were in effect as of November 2, 2017. The Compensation Committee has utilized performance-based compensation programs that were intended to meet the requirements for performance-based compensation under Section 162(m) in the past; however, the Compensation Committee also realizes that in order to attract and retain individuals with superior talent, it must have the flexibility to pay, and it has paid, compensation that is not deductible under Section 162(m). The Compensation Committee views the tax deductibility of executive compensation as one factor to be considered in the context of an overall compensation philosophy, but not the only factor. The Compensation Committee will continue to monitor the effect of tax reform of its executive compensation program.

Risk Assessment Disclosure

In February 2017, the Compensation Committee, in consultation with WTW and senior human resource executives of the Company, reviewed the risk assessment for risks associated with the Company’s compensation practices and policies for employees for the 2017 fiscal year. Based upon the assessment performed, the Committee believes that, through the counterbalance of risk-taking incentives and risk-mitigating features guided by relevant market practices and Company goals, the Company’s compensation practices and policies do not encourage unnecessary or excessive risk taking and are not reasonably likely to have a material adverse effect on financial results of the Company.

Executive Compensation Tables

Summary Compensation Table for 2017

The following table summarizes compensation awarded or paid to, or earned by, each of the named executive officers for each of the Company’s last three completed fiscal years (or the named executive officer’s period of employment with the Company, if less). All information set forth in this table reflects compensation earned by these individuals for services with Domino’s.

Executive Compensation Tables (continued)

The following table below shows amounts under All Other Compensation for 2017:

Executive Compensation Tables (continued)

Grants of Plan-Based Awards

The following table sets forth information concerning non-equity incentive plan awards and individual awards of stock options and performance shares granted during the fiscal year ended December 31, 2017 to each of the named executive officers.