41 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Information regarding executive officers is included above under the caption “Information about our Executive Officers” at the end of Part I of this Report.
−Removed: Other information regarding directors, executive officers and corporate governance appearing under the captions “Corporate Governance,” “Item 1, Election of Directors,” “Delinquent Section 16(a) Reports” and “Executive Compensation / Compensation Discussion and Analysis” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
+Added: Other information regarding directors, executive officers and corporate governance appearing under the captions “Corporate Governance,” “Item 1.
+Added: Election of Directors,” “Delinquent Section 16(a) Reports” and “Executive Compensation / Compensation Discussion and Analysis” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
We have adopted a written code of ethics that applies to our directors, officers and employees.
23 unchanged sentences
The weighted average exercise price (column b) does not include any assumed price for issuance of shares pursuant to the non-qualified deferred compensation plan.
−Removed: Information regarding security ownership of certain beneficial owners and management and related stockholder matters appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
+Added: Information regarding security ownership of certain beneficial owners and management and related stockholder matters appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated by
+Added: reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
Certain Relationships and Related Transactions, and Director Independence
5 unchanged sentences
The following Consolidated Financial Statements, notes related thereto and reports of independent auditors are included in Item 8 of this Report:
−Removed: ● Reports of Independent Registered Public Accounting Firms
+Added: ● Report of Independent Registered Public Accounting Firm
● Consolidated Statements of Operations for the years ended December 26, 2021, December 27, 2020 and December 29, 2019
5 unchanged sentences
(a)(2) Financial Statement Schedules:
−Removed: Schedule II - Valuation and Qualifying Accounts
−Removed: (recovered from)
−Removed: Classification
−Removed: (in thousands)
−Removed: Fiscal year ended December 27, 2020
−Removed: Deducted from asset accounts:
−Removed: Valuation allowance on deferred tax assets
−Removed: Fiscal year ended December 29, 2019
−Removed: Deducted from asset accounts:
−Removed: Reserve for uncollectible accounts receivable
−Removed: Reserve for franchisee notes receivable
−Removed: Valuation allowance on deferred tax assets
−Removed: Fiscal year ended December 30, 2018
−Removed: Deducted from asset accounts:
−Removed: Reserve for uncollectible accounts receivable
−Removed: Reserve for franchisee notes receivable
−Removed: Valuation allowance on deferred tax assets
−Removed: (1) Uncollectible accounts written off and reclassifications between accounts and notes receivable reserves.
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
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Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2015 is incorporated herein by reference.
−Removed: Certificate of Designation of Series B Convertible Preferred Stock of Papa John’s International, Inc.
−Removed: Exhibit 3.1 to our report on Form 8-K as filed on February 4, 2019, is incorporated herein by reference .
Certificate of Designation of Series A Junior Participating Preferred Stock of Papa John’s International, Inc.
Exhibit 3.1 to our report on Form 8-K as filed on July 23, 2018, is incorporated herein by reference.
+Added: Certificate of Elimination of Series B Convertible Preferred Stock of Papa John’s International, Inc.
+Added: Exhibit 3.1 to our report on Form 10-Q for the fiscal quarter ended June 27, 2021, is incorporated herein by reference.
+Added: Indenture dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors party thereto and Truist Bank, as trustee.
+Added: Exhibit 4.1 to our report on Form 8-K as filed on September 14, 2021 is incorporated herein by reference.
+Added: Form of 3.875% Senior Notes due 2029.
+Added: Exhibit 4.2 to our report on Form 8-K as filed on September 14, 2021 is incorporated herein by reference .
Rights Agreement, dated as of July 22, 2018, by and between Papa John’s International, Inc.
19 unchanged sentences
Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 is incorporated herein by reference.
+Added: Description of Exhibit
Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
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Exhibit 10.2 to our report on Form 10-K for the fiscal year ended December 30, 2018 is incorporated herein by reference.
−Removed: Description of Exhibit
Securities Purchase Agreement between Papa John’s International, Inc.
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Exhibit 10.2 to our report on Form 8-K as filed on February 4, 2019 is incorporated herein by reference .
−Removed: Governance Agreement between Papa John’s International, Inc.
−Removed: and Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd., Starboard Value and Opportunity Master Fund L LP, Starboard Value and Opportunity C LP, Starboard Value and Opportunity S LLC, Starboard Value R LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value L LP, Starboard Value R GP, LLC, Jeffrey C.
−Removed: Smith and Peter A.
−Removed: Feld effective February 4, 2019.
−Removed: Exhibit 10.3 to our report on Form 8-K as filed on February 4, 2019 is incorporated herein by reference .
−Removed: Amendment No.
−Removed: 1 to Governance Agreement, by and among Papa John’s International and the entities and natural persons listed on the signature pages attached thereto effective March 6, 2019.
−Removed: Exhibit 10.1 to our report on Form 8-K as filed on March 6, 2019 is incorporated herein by reference.
Employment Agreement between Papa John’s International, Inc.
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Exhibit 10.1 to our report on Form 10-Q for the quarterly period ended September 27, 2020 is incorporated herein by reference .
−Removed: Credit Agreement, dated August 30, 2017, by and among Papa John’s International Inc., as borrower, the Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lending institutions that are parties thereto, as Lenders (Conformed copy through amendment no.
−Removed: Exhibit 10.4 to our report on Form 10-K for the fiscal year ended December 31, 2017 is incorporated herein by reference.
Amendment No.
−Removed: 3 to Credit Agreement, dated October 9, 2018, by and among Papa John’s International, Inc.
−Removed: as borrower, the Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lending institutions that are parties thereto, as Lenders.
−Removed: Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, is incorporated herein by reference.
+Added: 2 to the March 15, 2019 Endorsement Agreement for personal services of Shaquille O’Neal by and among ABG-Shaq, LLC, Papa John’s Marketing Fund, Inc.
+Added: and Papa John’s International, Inc., effective July 29, 2021.
+Added: Exhibit 10.2 to our report on Form 10-Q for the quarterly period ended September 26, 2021, is incorporated herein by reference.
Description of Exhibit
−Removed: Amendment No.
−Removed: 4 to Credit Agreement, dated February 1, 2019, by and among Papa John’s International, Inc.
−Removed: as borrower, the Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lending institutions that are parties thereto, as Lenders.
−Removed: Exhibit 10.19 to our report on Form 10-K for the fiscal year ended December 30, 2018 is incorporated herein by reference .
−Removed: Joinder Agreement, dated December 17, 2020, between Papa John’s USA-Georgia, Inc., Papa John’s Franchising, LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, under that certain Credit Agreement dated as of August 30, 2017, among Papa John’s International, Inc., the other Loan Parties party thereto, the lenders party thereto and the Administrative Agent.
+Added: Amended and Restated Credit Agreement, dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors and lenders party thereto, and JPMorgan Chase Bank, Inc., as administrative agent.
+Added: Exhibit 10.1 to our report on Form 8-K as filed on September 14, 2021, is incorporated herein by reference.
Papa John’s International, Inc.
2 unchanged sentences
Papa John’s International, Inc.
+Added: Nonqualified Deferred Compensation Plan, as amended and restated effective October 28, 2021.
+Added: Exhibit 10.3 to our report on Form 10-Q for the fiscal quarter ended September 26, 2021, is incorporated herein by reference.
+Added: Papa John’s International, Inc.
2018 Omnibus Incentive Plan.
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Exhibit 10.1 to our report on Form 8-K as filed on December 7, 2020 is incorporated herein by reference .
+Added: Share Repurchase Agreement, dated May 11, 2021, by and among Papa John’s International, Inc.
+Added: and the sellers listed on the schedule of sellers attached thereto.
+Added: Exhibit 10.1 to our report on Form 8-K as filed on May 12, 2021 is incorporated herein by reference.
Subsidiaries of the Company.
Consent of Ernst & Young LLP.
−Removed: Consent of KPMG LLP .
Section 302 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e).
Section 302 Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15(e).
+Added: Description of Exhibit
Section 906 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Description of Exhibit
Section 906 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
25 unchanged sentences
Christopher L.
−Removed: /s/ Michael R.
−Removed: February 25, 2021
/s/ Olivia F.
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.