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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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders of Domino’s Pizza, Inc. (the “Company”) was held on April 25, 2023. A total of 31,426,857 shares were present or represented by proxy at the meeting, representing 88.73% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:
1. ELECTION OF DIRECTORS
Proposal One was the election of nine nominees to serve as Directors of the Company, each for a term of one year expiring at the Company’s 2024 annual meeting of shareholders, until their respective successors are duly elected or qualified or until his or her earlier death, resignation or removal. The result of the vote was as follows:
| FOR | WITHHELD | |||||||||||||||||||
| Nominee |
# of Votes | % of Votes Cast |
# of Votes | % of Votes Cast |
Broker Non-Votes |
|||||||||||||||
| David A. Brandon |
27,982,749 | 95.10 | % | 1,442,261 | 4.90 | % | 2,001,847 | |||||||||||||
| C. Andrew Ballard |
28,861,632 | 98.09 | % | 563,378 | 1.91 | % | 2,001,847 | |||||||||||||
| Andrew B. Balson |
28,413,199 | 96.56 | % | 1,011,811 | 3.44 | % | 2,001,847 | |||||||||||||
| Corie S. Barry |
28,706,766 | 97.56 | % | 718,244 | 2.44 | % | 2,001,847 | |||||||||||||
| Diana F. Cantor |
28,512,064 | 96.90 | % | 912,946 | 3.10 | % | 2,001,847 | |||||||||||||
| Richard L. Federico |
28,479,299 | 96.79 | % | 945,711 | 3.21 | % | 2,001,847 | |||||||||||||
| James A. Goldman |
28,331,315 | 96.28 | % | 1,093,695 | 3.72 | % | 2,001,847 | |||||||||||||
| Patricia E. Lopez |
28,119,633 | 95.56 | % | 1,305,377 | 4.44 | % | 2,001,847 | |||||||||||||
| Russell J. Weiner |
28,964,605 | 98.44 | % | 460,405 | 1.56 | % | 2,001,847 | |||||||||||||
Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional Director nominations brought before the Meeting.
2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal Two was the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year. The result of the vote was as follows:
| FOR | AGAINST | |||||||||||||
| # of Votes |
% of Votes Cast |
# of Votes |
% of Votes Cast |
Abstain |
Broker Non-Votes | |||||||||
| 30,290,104 | 96.51 | % | 1,094,767 | 3.48 | % | 41,986 | — | |||||||
Pursuant to the foregoing votes, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year was approved.
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
Proposal Three was the advisory vote on the approval of the executive compensation of the named executive officers of the Company. The result of the vote was as follows:
| FOR | AGAINST | |||||||||||||
| # of Votes |
% of Votes Cast |
# of Votes |
% of Votes Cast |
Abstain |
Broker Non-Votes | |||||||||
| 27,128,066 | 92.36 | % | 2,242,403 | 7.63 | % | 54,541 | 2,001,847 | |||||||
Pursuant to the foregoing votes, the executive compensation of the named executive officers of the Company was approved in this non-binding advisory vote.
4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES
Proposal Four was an advisory vote with respect to the frequency of future advisory votes on the executive compensation of Domino’s Pizza, Inc. The result of the vote was as follows:
| ONE YEAR | TWO YEARS | THREE YEARS | ||||||||||||||||||
| # of Votes |
% of Votes Cast |
# of |
% of Votes Cast |
# of |
% of Votes Cast |
Abstain |
Broker | |||||||||||||
| 29,014,741 | 98.74% | 9,078 | 0.03% | 359,472 | 1.22% | 41,719 | 2,001,847 | |||||||||||||
Considering the outcome of this vote, the Board of Directors has made the determination to continue to hold the advisory vote on the compensation of the Company’s named executive officers on an annual basis.
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: April 27, 2023 | /s/ Kevin S. Morris | |||||
| Kevin S. Morris Executive Vice President, General Counsel and Corporate Secretary | ||||||