Domino’s Pizza Shareholders Reelect Directors, Back Pay Plan; Reject Independent Chair Proposal

Key Points

• All eight director nominees were reelected for one-year terms through the 2027 annual meeting.
• Shareholders approved the advisory vote on executive compensation and ratified PwC as the independent registered public accounting firm for fiscal 2026.
• Governance proposals failed: shareholder measures to force director departures after failed majority votes and to require an independent board chair were not approved.

Domino's Pizza NASDAQ: DPZ held its 2026 annual meeting of shareholders virtually on April 21, with Executive Chairman of the Board Dave Brandon presiding and Ryan Mulally, the company’s executive vice president, general counsel and corporate secretary, serving as secretary of the meeting.

Brandon said the company was “excited to be hosting our virtual meeting,” describing the format as a way to be more inclusive and reach a greater number of shareholders efficiently. He also noted the company would conduct the formal business first and take questions at the end, asking shareholders to limit themselves to one question.

Meeting formalities and attendees

Brandon appointed Tony Carideo of the Carideo Group Inc., working on behalf of Broadridge Financial Solutions, as inspector of elections. Mulally reported that a certified list of common stockholders as of the record date of Feb. 25, 2026, had been prepared by Computershare and made available in accordance with the company’s bylaws, and that Broadridge mailed the annual report for the fiscal year ended Dec. 28, 2025, along with the meeting notice, proxy statement dated March 10, 2026, and proxy materials.

The inspector of elections reported a quorum, Brandon said, allowing the meeting to proceed. Brandon said all director nominees were present: Andrew B. Balson, Corie S. Barry, Diane L. Cafritz, Richard L. Federico, Stephen H. Kramer, Patricia E. Lopez, and CEO Russell J. Weiner. The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, attended, with Katie Valeski representing the firm and available to respond to appropriate shareholder questions.

Shareholder proposals and board recommendations

Mulally outlined five proposals described in the company’s proxy statement. Brandon opened the polls for voting during the meeting via the web portal.

• Proposal 1: Election of eight directors for one-year terms through the 2027 annual meeting: David A. Brandon, Andrew B. Balson, Corie S. Barry, Diane L. Cafritz, Richard L. Federico, Stephen H. Kramer, Patricia E. Lopez, and Russell J. Weiner.
• Proposal 2: Ratification of the audit committee’s selection of PwC as independent registered public accounting firm for the 2026 fiscal year ending Jan. 3, 2027.
• Proposal 3: Advisory vote on executive compensation for the company’s named executive officers. Mulally noted the vote was non-binding, but said the board and the Compensation and Human Capital Committee “value the views of our shareholders” and intend to consider the vote’s outcome in future pay decisions.
• Proposal 4: A shareholder proposal presented by John Chevedden regarding directors who fail to obtain a majority vote in an uncontested election.
• Proposal 5: A shareholder proposal submitted by The Accountability Board, presented by Mr. Prescott, relating to an independent chair requirement.

Chevedden urged shareholders to support Proposal 4, requesting that directors who fail to obtain a majority vote “shall leave the board as soon as possible,” and “in no case shall such director serve more than nine months” after such a failed election. Chevedden argued the proposal would better respect shareholder votes and provide incentive for directors to perform, while also giving the company time to find a replacement director.

Prescott, presenting Proposal 5 on behalf of The Accountability Board, said both Glass Lewis and Institutional Shareholder Services recommended a vote in favor. Prescott read excerpts he attributed to ISS, stating that the lead independent director’s duties at Domino’s are “poorly defined,” that the existing structure could be viewed as “cumbersome,” and that an independent chair policy could simplify the structure and promote more effective oversight while still giving the board flexibility in implementation.

Brandon said the board recommended voting against Proposals 4 and 5 “for the reasons set forth in the proxy statement.”

Voting requirements and preliminary results

Mulally explained that in Proposal 1, the eight nominees receiving the greatest number of votes would be elected. Proposals 2 through 5 required an affirmative vote of a majority of shares voted in person or by proxy on each item, with votes on Proposals 3, 4, and 5 conducted on an advisory basis.

After closing the polls, Brandon reported preliminary results from the inspector of elections:

• All director nominees were elected for one-year terms ending at the 2027 annual meeting.
• PWC’s appointment as the independent registered public accounting firm for the 2026 fiscal year was ratified.
• Executive compensation was approved in an advisory vote.
• The shareholder proposal on director departure following a failed majority vote (Proposal 4) was not approved in an advisory vote.
• The shareholder proposal regarding an independent chair requirement (Proposal 5) was not approved in an advisory vote.

Brandon said the company would file a Form 8-K within four business days to report final voting results, including any votes properly submitted during the meeting.

Shareholder Q&A touches on disclosures, buybacks and nutrition

During the question-and-answer portion, Brandon was asked whether the shareholder list could be made available for viewing during next year’s annual meeting for investors with a control number. Brandon said he did not know the answer and would research the request and follow up with the team.

Another shareholder asked how much would be spent on share buybacks in 2026 and whether international revenue would rise above 7% in the near future. Brandon said the questions appeared to be forward-looking and suggested shareholders “tune in on Monday” for the quarterly earnings release, when management would discuss performance and any projections it deemed appropriate.

A separate question asked why health and nutrition were missing from the company’s “Hungry for MORE” pillars and strategic priorities. The company responded that it had completed its regular materiality assessment with an external expert and that, while it understands the importance of health and nutrition, other topics were identified as higher priorities at present. The response also emphasized that Domino’s menu is made-to-order, and said the company estimates “approximately 34 million different combinations available in ordering just one Domino’s Pizza,” giving consumers flexibility to choose based on individual nutrition needs.

In response to a final question about a trend toward more protein in diets, Brandon said he did not have a specific answer prepared and suggested directing the question to management during a quarterly release.

Brandon then concluded the meeting, thanking shareholders for their attendance and support.

About Domino's Pizza NASDAQ: DPZ

Domino's Pizza, Inc NASDAQ: DPZ is a global pizza delivery and carryout chain founded in 1960 and headquartered in Ann Arbor, Michigan. The company specializes in a broad range of hand‐crafted pizzas, including hand-tossed, thin crust and specialty offerings, alongside side items such as chicken wings, sandwiches, pasta, desserts and beverages. Domino's has built its brand on convenience and speed, leveraging proprietary ordering platforms and its Domino's Tracker system to provide real-time status updates from order placement through delivery.

Operating predominantly under a franchise model, Domino's has more than 17,000 stores worldwide, with approximately 95% of outlets owned and operated by independent franchisees.

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