UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 August 3, 2020, Domino’s Pizza, Inc. (the “Company”) appointed Stuart A. Levy, who has served as the Company’s Executive Vice President, Supply Chain Services since January 2019, as the Company’s Executive Vice President and Chief Financial Officer, effective as of August 20, 2020 (the “Effective Date”). Mr. Levy will succeed Jeffrey D. Lawrence, who previously announced his intention to retire from the Company and who will remain as the Company’s Executive Vice President and Chief Financial Officer until the Effective Date. Mr. Levy will be the principal financial officer of the Company, effective as of the time of his appointment as Executive Vice President and Chief Financial Officer. Steven J. Goda, the Company’s Vice President—Chief Accounting Officer and Treasurer, will continue to serve as the Company’s principal accounting officer.
Prior to joining the Company in January 2019, Mr. Levy served as Executive Vice President, Chief Transformation Officer for Republic Services, Inc. since 2015. Prior to joining Republic Services, Mr. Levy spent 13 years with Bain & Company and served as a partner from 2008 to 2014. He holds a degree in Mechanical Engineering and Materials Science and a Master of Business Administration degree from Duke University.
In connection with his appointment, the Company entered into an amended and restated employment agreement with Mr. Levy effective as of the Effective Date (the “Employment Agreement”), setting forth the terms of his employment, including:
| • | annual base salary of $475,000; |
| • | target annual performance incentive award of 100% of his base salary under the terms and conditions of the Domino’s Pizza Senior Executive Annual Incentive Plan; and |
| • | target annual equity incentive award of 100% of his base salary under the terms and conditions of the Domino’s Pizza, Inc. 2004 Equity Incentive Plan, as amended (the “EIP”). |
If Mr. Levy is terminated by the Company without cause or terminates his employment with the Company for good reason, he will be entitled to severance in the amount of his then-current annual base salary for twelve months. In addition, on the Effective Date, Mr. Levy received an equity grant with a grant date value of $30,000 consisting of (i) a stock option grant with a grant date value of $15,000, and (ii) a performance share award with a grant date value of $15,000, under the terms and conditions of the EIP. This grant was intended to bring the grant date value of equity awards made to Mr. Levy during the current fiscal year to a value equal to approximately 100% of his annual base salary.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 6, 2020.
In connection with Mr. Levy’s appointment as the Company’s Executive Vice President and Chief Financial Officer, the Company appointed Cynthia A. Headen as the Company’s Executive Vice President, Supply Chain Services, effective as of the Effective Date. Ms. Headen joined the Company in 2015 as Vice President of Procurement and Product Management and in 2018 was promoted to Senior Vice President of Global Procurement and Supply Chain Operations. Prior to joining the Company, Ms. Headen spent nearly 15 years with PepsiCo USA, where she was responsible for global procurement. Ms. Headen holds a degree in Metallurgical Engineering from Lehigh University.
| Item 7.01 | Other Events. |
On August 6, 2020, the Company issued a press release relating to the matters described above in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference The information in this Item 7.01 of Form 8-K and the Exhibit 99.1 attached hereto are being furnished pursuant to Item 7.01 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 |
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| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
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 hereunto duly authorized.
| DOMINO’S PIZZA, INC. | ||||||
| (Registrant) | ||||||
| Date: August 6, 2020 | /s/ Kevin S. Morris | |||||
| Kevin S. Morris Executive Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
| Media Relations Contact:
Tim McIntyre EVP, Communications Tim.McIntyre@dominos.com |
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Domino’s ® Names Stu Levy as EVP – Chief Financial Officer
Company Promotes Cindy Headen to Executive Vice President – Supply Chain
ANN ARBOR, Mich., Aug. 6, 2020 – Domino’s Pizza, Inc. (NYSE: DPZ), the largest pizza company in the world based on global retail sales, today announced the appointment of Executive Vice President, Supply Chain Services, Stu Levy, as the Company’s Chief Financial Officer, succeeding Jeffrey Lawrence, who earlier announced his intention to retire from the Company this year. Levy will report to Domino’s Chief Executive Officer Ritch Allison.
At the same time, Domino’s announced the promotion of Cindy Headen to Executive Vice President, Supply Chain Services, succeeding Levy. She will join the Company’s executive leadership team and will report to CEO Ritch Allison. These changes will be effective August 20, 2020.
“In a relatively short period of time, both Stu and Cindy have made profound positive impacts on our Company,” said Allison. “They are strong, capable leaders who are respected across our global system, and I am excited to have them in these roles.”
Stu Levy
Levy joined Domino’s in 2019 after serving as Executive Vice President, Chief Transformation Officer for Republic Services, Inc., a leading provider of non-hazardous solid waste collection, transfer, disposal, recycling and energy services.
Since joining Domino’s, Levy and his team have continued to improve service to the U.S. and Canadian franchisees while also driving significant efficiencies across all critical areas of the production and distribution operations. The team continued to strengthen its supplier relationship which, coupled with improvements to the operations has enabled the team to navigate the challenges of Covid-19. In addition, Levy and his team successfully expanded operations by opening new Supply Chain Centers and launched a Global Food Safety program.
Prior to joining Republic, Levy spent 13 years with Bain & Company, and served as a partner from 2008-2014.
“Stu has a recognized ability to develop and execute practical strategies to drive bottom-line results,” said Allison.
Levy holds a degree in Mechanical Engineering and Materials Science and a Master of Business Administration degree from Duke University.
Cindy Headen
Headen joined Domino’s in 2015 as Vice President of Procurement & Product Management, and in 2018 was promoted to Senior Vice President of Global Procurement and Supply Chain Operations, overseeing global procurement, inventory management, commodities, Progressive Food Solutions, logistics, transportation, continuous improvement and management of Domino’s Canadian supply chain operations.
Prior to joining Domino’s, Headen spent nearly 15 years with Pepsico USA, where she was responsible for global procurement.
“During her time with Domino’s, Cindy and her team have been able to secure substantial cost savings to our system by negotiating new contract terms with many of our suppliers and vendors,” said Allison. “More importantly, she has led the drive to stabilize pricing from our suppliers, ensuring our cost structure is predictable, while simultaneously ensuring an uninterrupted supply of our key food products.”
Headen holds a degree in Metallurgical Engineering from Lehigh University in Pennsylvania.
About Domino’s Pizza®
Founded in 1960, Domino’s Pizza is the largest pizza company in the world based on 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 more than 17,100 stores in over 90 markets. Domino’s had global retail sales of over $14.3 billion in 2019, with over $7.0 billion in the U.S. and nearly $7.3 billion internationally. In the second quarter of 2020, Domino’s had global retail sales of over $3.4 billion, with over $1.9 billion in the U.S. and over $1.5 billion internationally. Its system is comprised of independent franchise owners who accounted for 98% of Domino’s stores as of the end of the second quarter of 2020. Emphasis on technology innovation helped Domino’s achieve more than half of all global retail sales in 2019 from digital channels, primarily online ordering and mobile applications. In the U.S., Domino’s generates over 65% of sales via digital channels and has developed several innovative ordering platforms, including those developed for Google Home, Facebook Messenger, Apple Watch, Amazon Echo and Twitter – as well as Domino’s Hotspots®, an ordering platform featuring over 200,000 unique, non-traditional delivery locations. In June 2019, through an announced partnership with Nuro, Domino’s furthered its exploration and testing of autonomous pizza delivery. In late 2019, Domino’s opened the Domino’s Innovation Garage adjacent to its headquarters in Ann Arbor, Michigan to fuel continued technology and operational innovation – while also launching its GPS technology, allowing customers to follow the progress of the delivery driver from store to doorstep. In mid-2020, Domino’s launched a brand-new way to order contactless carryout nationwide via Domino’s Carside Delivery™, which customers can choose when placing a prepaid online order.
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