Papa John's International NASDAQ: PZZA stockholders approved four of six proposals at the company’s 2026 annual meeting, including the election of directors and a shareholder proposal submitted by The Accountability Board, while rejecting two charter amendments that required a higher voting threshold.
Board highlights transformation priorities
Christopher Coleman, Chair of the Board, opened the virtual meeting by thanking team members, franchisees, and shareholders, and said the company has been executing a transformation strategy under CEO Todd Penegor built around five priorities: “strengthening our core product, sharpening our marketing message, investing in our technology infrastructure, differentiating our customer experience, and partnering with and evolving our franchisee base.” Coleman said “meaningful progress” is being made across those areas despite a “highly competitive QSR environment.”
Coleman introduced directors and meeting participants, including Mike Brueggeman representing Ernst & Young, the company’s independent auditor. He also outlined procedures for stockholder questions, noting only validated stockholders could submit questions through the web portal and that questions could be ruled out of order if unrelated to agenda items or inappropriate.
Six proposals brought to a vote
Caroline Oyler, the company’s Secretary, presented six voting items on the agenda:
- Election of eight directors
- Ratification of Ernst & Young LLP as independent auditor for the fiscal year ending Dec. 27, 2026
- Advisory approval of executive compensation
- Charter amendment to eliminate supermajority voting provisions in specified articles
- Charter amendment to reduce the ownership threshold to call a special meeting to 25% from 60%
- A stockholder proposal, if properly presented
The director slate included Christopher Coleman, John Garratt, Stephen Gibbs, Laurette Koellner, Jocelyn Mangan, Sonia Medina, John C. Miller, and Todd Penegor.
Shareholder proposal presented; ISS and Glass Lewis support cited
For the sixth item, Coleman invited Matt Prescott, President and COO of The Accountability Board, to present the supporting statement. Prescott kept his remarks brief and directed stockholders to the proxy statement for details, adding that “both Institutional Shareholder Services and Glass Lewis are recommending a vote in favor of our proposal.”
Voting results: four proposals approved, two charter amendments fail
After polls closed, the inspectors of election delivered preliminary results. Oyler reported that stockholders approved the election of all director nominees, and a majority of shares present and entitled to vote supported ratifying Ernst & Young as auditor and approving the advisory executive compensation resolution. Oyler also said that, on a preliminary basis based on vote counts immediately prior to the meeting, stockholders approved the shareholder proposal.
However, the two charter amendments did not pass. Oyler said “less than 75% of all outstanding shares entitled to vote generally in the election of directors voted to adopt and approve each of the amendments” to the certificate of incorporation. As a result, proposals 4 and 5 were not approved.
Oyler noted the results were preliminary and would be confirmed in the company’s final vote tabulation to be reported on a Form 8-K following the meeting.
CEO outlines 2025 performance and 2026 initiatives
Following the formal meeting, Penegor reviewed business updates and financial metrics. He said the company ended 2025 with “global system-wide restaurant sales of approximately $5 billion,” reflecting “constant currency growth of 1%,” along with “revenues of $2.1 billion” and “adjusted EBITDA of $201 million.” Penegor added that Papa John’s generated “$61 million of free cash flow,” up from “$34 million in 2024,” and said international operations delivered “5 consecutive quarters of positive sales comps,” despite “a more cautious consumer and highly promotional QSR marketplace.”
Penegor said promotions such as “50% off carryout,” “9.99 create your own pizza,” and “Papa Pairings” improved value perception, and that the company introduced “6 new menu innovations since September 2025,” including Papa Dippa, the Grand Papa, and the Salted Caramel Blondie. He highlighted a January 2026 launch of Pan Pizza and a March 2026 launch of oven-toasted sandwiches, along with an expanded sides lineup that week featuring “cheesy garlic bread” made with toasted ciabatta bread.
On marketing, Penegor said Papa John’s reengaged local marketing co-ops, with “nearly half” of North American system sales supported by an advertising co-op, and anchored 2025 messaging around a “6 simple ingredients” brand promise.
On technology, he said the company launched a new omnichannel app on iOS and Android that outperformed legacy platforms “in both reliability and conversion,” expanded its partnership with Google Cloud to develop “Google’s AI-powered food ordering agent,” and announced a partnership with PAR Technology to migrate point-of-sale systems to a modernized platform for real-time insights.
Penegor also pointed to customer experience and loyalty, saying the company ended 2025 with “nearly 41 million loyalty members,” adding “4 million” versus 2024. He said the company continues to view third-party aggregators as an important acquisition channel and is “evolving” its competitive approach in that marketplace.
On franchising and costs, Penegor said the company expects “at least $60 million” of system-wide cost savings by 2028 from supply chain optimization, completed the transfer of “85 restaurants” to a franchisee as part of refranchising efforts, and identified “at least $25 million” in enterprise cost savings expected to be captured over the next two years.
In the Q&A, Coleman addressed a question about whether the board had been approached in the prior year by an entity seeking to purchase a majority or all shares, saying the company does not comment on “market speculation or rumors,” and adding the board and management are focused on maximizing shareholder value and are “open-minded about any available path to do that.” Coleman also responded to a question about scrutiny of proxy advisory firms, saying the company believes proxy advisors “play an important role to educate investors during the proxy season,” while welcoming improvements to the process and increased shareholder engagement.
About Papa John's International NASDAQ: PZZA
Papa John's International, Inc is a leading American pizza restaurant chain known for its focus on high-quality ingredients and consistent product offerings. Founded in 1984 by John Schnatter in Jeffersonville, Indiana, the company has grown to operate thousands of restaurants across the United States and in more than 40 international markets. Papa John's restaurants are primarily franchised, supported by a network of corporate-owned outlets that together drive brand standards, operational guidance and marketing efforts.
The core menu at Papa John's centers on a variety of hand-tossed and pan pizzas made with a signature stone-baked crust and topped with real cheese, vine-ripened tomato sauce and premium meats and vegetables.
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