UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 18, 2018
Domino’s Pizza, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-32242 | 38-2511577 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 30 Frank Lloyd Wright Drive Ann Arbor, Michigan |
48105 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (734) 930-3030
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 18, 2018, the Board of Directors (the “Board”) of Domino’s Pizza, Inc. (the “Company”) appointed Ms. Patricia E. Lopez and Ms. Corie S. Barry (collectively, the “Elected Directors”) to the Board.
Ms. Lopez currently serves as Chief Executive Officer and on the Board of Directors of High Ridge Brands Co., a portfolio company of Clayton, Dubilier & Rice and one of the largest independent branded personal care companies in the United States by unit volume, a position she has held since July 2017. Prior to joining High Ridge Brands, Ms. Lopez was a Senior Vice President of Estée Lauder from January 2015 to 2017, a Senior Vice President of Avon Products, Inc. from December 2012 to November 2014 and held various general manager and global strategy roles at The Procter & Gamble Co. from 1983 to 2012, most recently serving as Vice President and General Manager overseeing its Eastern Europe business.
Ms. Barry currently serves as Executive Vice President and Chief Financial Officer of Best Buy Co., Inc., a specialty retailer of consumer electronics, personal computers, entertainment software and appliances, a position she has held since June 2016. Ms. Barry previously served as Best Buy’s Chief Strategic Growth Officer from October 2015 to June 2016, Interim President of Geek Squad Services from March 2015 to May 2016, Senior Vice President of Domestic Finance from May 2013 to October 2015 and held a variety of financial and operational roles, both in the field and at the corporate campus, since joining Best Buy in 1999. Prior to Best Buy, Ms. Barry worked at Deloitte & Touche from 1997 to 1999.
The Elected Directors will stand for re-election at the 2019 annual meeting of shareholders. Neither of the Elected Directors were appointed to any of the Board’s committees at this time, but it is anticipated that such appointments will happen in the near future.
The Elected Directors will participate in the Company’s standard independent director compensation program. Pursuant to this program, each of the Elected Directors will receive an annual retainer of $75,000 and will be eligible to receive annual director equity grants. Additional compensation will be paid for any committee service. There is no arrangement or understanding under which either of the Elected Directors were appointed as directors. There are no transactions involving either of the Elected Directors requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of the Elected Directors to the Board is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated July 20, 2018 announcing the appointment of Patricia Lopez and Corie Barry to the Company’s Board of Directors. | |
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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, 2018 | /s/ Adam J. Gacek | |||||||
| Adam J. Gacek | ||||||||
| Associate General Counsel, Vice President and Corporate Secretary | ||||||||
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Exhibit 99.1
Media Relations Contact:
Tim McIntyre
734-930-3563
Tim.McIntyre@dominos.com
Domino’s® Names Patricia Lopez and Corie Barry to Board of Directors
ANN ARBOR, Mich., July 20, 2018 – Domino’s Pizza (NYSE: DPZ), the largest pizza company in the world based on global retail sales, has named Ms. Patricia E. Lopez and Ms. Corie S. Barry to the Board, effective at the company board meeting July 18.
“We are pleased and proud to welcome these two accomplished new members to the Domino’s Board of Directors,” said David A. Brandon, Domino’s Chairman. “After a thorough and thoughtful search process, we are confident that Corie and Patricia will bring outstanding experience and valuable insights to our board. We welcome them and look forward to the contributions they will make as we work with our outstanding management team to drive continued growth and success for the company and its shareholders.”
Lopez currently serves as Chief Executive Officer and is on the Board of Directors of High Ridge Brands Co., a portfolio company of Clayton, Dubilier & Rice and one of the largest independent branded personal care companies in the United States by unit volume, a position she has held since July 2017. Prior to joining High Ridge Brands, Lopez was a senior vice president of Estée Lauder from 2015 to 2017, a senior vice president of Avon Products, Inc. from 2012 to 2015 and held various general manager and global strategy roles at The Procter & Gamble Co. from 1983 to 2012, most recently serving as its vice president and general manager overseeing its Eastern Europe business.
“I am delighted to join such an iconic global brand,” Lopez said. “Domino’s impressive business trajectory fueled by its world class organization is bar none. I feel fortunate to contribute to such an outstanding company.”
Barry currently serves as Executive Vice President and Chief Financial Officer of Best Buy Co., Inc., a specialty retailer of consumer electronics, personal computers, entertainment software and appliances, a position she has held since 2016. Barry joined Best Buy in 1999 and has held a variety of financial and operational roles within the company. Prior to Best Buy, Barry worked at Deloitte & Touche from 1997 to 1999.
“I’m thrilled with the opportunity to join the board of a company that has both changed how food is delivered and built a brand that is recognized across the globe,” Barry said. “I have watched Domino’s transformation from afar as both a parent who wants an easy, fast and great dinner option and as a businessperson and what has been accomplished here is spectacular.”
About Domino’s Pizza®
Founded in 1960, Domino’s Pizza is the largest pizza company in the world based on global retail sales, with a significant business in both delivery and carryout pizza. It ranks among the world’s top public restaurant brands with a global enterprise of over 15,100 stores in over 85 markets. Domino’s had global retail sales of over $12.2 billion in 2017, with more than $5.9 billion in the U.S. and more than $6.3 billion internationally. In the second quarter of 2018, Domino’s had global retail sales of nearly $3.1 billion, with nearly $1.5 billion in the U.S. and nearly $1.6 billion internationally. Its system is comprised of independent franchise owners who accounted for over 97% of Domino’s stores as of the second quarter of 2018. Emphasis on technology innovation helped Domino’s achieve more than half of all global retail sales in 2017 from digital channels, primarily online ordering and mobile applications. In the U.S., Domino’s generates over 60% of sales via digital channels and has produced several innovative ordering platforms, including Google Home, Facebook Messenger, Apple Watch, Amazon Echo, Twitter and text message using a pizza emoji. In late 2017, Domino’s began an industry-first test of self-driving vehicle delivery with Ford Motor Company – and in April 2018, launched Domino’s HotSpots™, featuring over 200,000 non-traditional delivery locations including parks, beaches, local landmarks and other unique gathering spots.
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