What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 51 added, 79 removed, 153 unchanged (46% of the section changed)

12 unchanged sentences

There were no changes in our internal control over financial reporting during the quarter ended December 26, 2021 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in our internal control over financial reporting during the year ended December 25, 2022 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

30 unchanged sentences

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.

Election of Directors” 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.

2 unchanged sentences

Executive Compensation

Information regarding executive compensation appearing under the captions “Executive Compensation / Compensation Discussion and Analysis,” “Compensation Committee Report” and “Certain Relationships and Related Transactions — Compensation Committee Interlocks and Insider Participation” 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.

Information regarding executive compensation appearing under the captions “Executive Compensation — Compensation Discussion and Analysis,” “Certain Relationships and Related Transactions — Compensation Committee Interlocks and Insider Participation” and “Item 3.

Advisory Approval of the Company’s Executive Compensation” 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.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information as of December 25, 2022 regarding the number of shares of the Company’s common stock that may be issued under the Company’s equity compensation plans.

Number of securities

remaining available

Plan Category (a)

securities to be

for future issuance

issued upon exercise

exercise price

of outstanding

compensation plans,

options, warrants

exercise price

of outstanding

options, warrants

Number of securities

remaining available

for future issuance

compensation plans,

excluding securities

Plan Category

reflected in column (a)

1 unchanged sentence

Equity compensation plans not approved by security holders * 136,701

Total 371,886 $ 56.53 3,616,086

______________________________

* Represents shares of common stock issuable pursuant to the non-qualified deferred compensation plan.

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.

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.

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.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions, and director independence appearing under the captions “Corporate Governance” and “Certain Relationships and Related Transactions” 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.

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.

Principal Accounting Fees and Services

Information regarding principal accounting fees and services appearing under the caption “Ratification of the Selection of Independent Auditors” 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.

Information regarding principal accounting fees and services appearing under the caption “Item 2.

Ratification of the Selection of Independent Auditors” 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.

Exhibits, Financial Statement Schedules

1 unchanged sentence

The following Consolidated Financial Statements, notes related thereto and reports of independent auditors are included in Item 8 of this Report:

● 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

● Consolidated Statements of Comprehensive Income (Loss) for the years ended December 26, 2021, December 27, 2020 and December 29, 2019

• Report of Independent Registered Public Accounting Firm (PCAOB ID:

• Consolidated Balance Sheets as of December 25, 2022 and December 26, 2021

• Consolidated Statements of Operations for the years ended December 25, 2022, December 26, 2021, and December 27, 2020

• Consolidated Statements of Comprehensive Income for the years ended December 25, 2022, December 26, 2021 and December 27, 2020

• Consolidated Statements of Stockholders’ Deficit for the years ended December 25, 2022, December 26, 2021 and December 27, 2020

4 unchanged sentences

(a)(3) Exhibits:

The exhibits listed in the accompanying index to Exhibits are filed as part of this Form 10-K.

The exhibits listed on the Exhibit Index are filed as part of this Form 10-K.

EXHIBIT INDEX

Description of Exhibit

Number Description of Exhibit

3.1 Our Amended and Restated Certificate of Incorporation.

4 unchanged sentences

Exhibit 3.1 to our report on Form 8-K as filed on July 23, 2018 is incorporated herein by reference.

Certificate of Elimination of Series B Convertible Preferred Stock of Papa John’s International, Inc.

Exhibit 3.1 to our report on Form 10-Q for the fiscal quarter ended June 27, 2021, is incorporated herein by reference.

4.1 Indenture dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors party thereto and Truist Bank, as trustee.

2 unchanged sentences

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.

and Computershare Trust Company, N.A., as rights agent.

Exhibit 4.1 to our report on Form 8-K as filed on July 23, 2018 is incorporated herein by reference .

Amendment No.

1 to Rights Agreement dated as of February 3, 2019, by and between Papa John’s International, Inc.

and Computershare Trust Company, N.A., as rights agent.

Exhibit 4.1 to our report on Form 8-K as filed on February 3, 2019 is incorporated herein by reference .

Amendment No.

2 to Rights Agreement dated as of March 6, 2019 by and between Papa John’s International, Inc.

and Computershare Trust Company, N.A.

as rights agent.

Exhibit 4.1 to our report on Form 8-K as filed on March 6, 2019, is incorporated herein by reference.

Amendment No.

3 to Rights Agreement dated as of October 23, 2019, by and between Papa John’s International, Inc.

and Computershare Trust Company, N.A.

as rights agent.

Exhibit 4.1 to our report on Form 8-K as filed on October 24, 2019 is incorporated herein by reference .

Form of Rights Certificate.

Exhibit 4.2 to our report on Form 8-K as filed on July 23, 2018 is incorporated herein by reference .

4.3 Specimen Common Stock Certificate.

Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 is incorporated herein by reference.

Description of Exhibit

4.4** Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.7 to our Annual Report on Form 10-K for the fiscal year ended December 29, 2019 is incorporated herein by reference .

10.1 Form of Papa John’s International, Inc.

Director Indemnification Agreement.

Exhibit 10.1 to our report on Form 10-K for the fiscal year ended December 30, 2018 is incorporated herein by reference.

Exhibit 10.1 to our Annual R eport on Form 10-K for the fiscal year ended December 30, 2018 is incorporated herein by reference.

10.2 Form of Papa John’s International, Inc.

Officer Indemnification Agreement.

Exhibit 10.2 to our report on Form 10-K for the fiscal year ended December 30, 2018 is incorporated herein by reference.

Exhibit 10.2 to our Annual R eport on Form 10-K for the fiscal year ended December 30, 2018 is incorporated herein by reference.

10.3 Securities Purchase Agreement between Papa John’s International, Inc.

6 unchanged sentences

and Robert Lynch effective August 26, 2019.

Exhibit 10.1 to our report on Form 8-K as filed on August 28, 2019 is incorporate herein by reference .

Endorsement Agreement, executed June 11, 2019 and effective March 15, 2019, by among, on the one hand, ABG-Shaq, LLC for the personal services of Shaquille O’Neal, and, on the other hand, Papa John’s Marketing Fund, Inc.

Exhibit 10.1 to our report on Form 8-K as filed on August 28, 2019 is incorporate d herein by reference .

10.6* Amendment to E mployment Agreement , dated April 7, 2022, by and between Papa John’s International, Inc.

and Robert Lynch.

Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2022 is incorporated herein by reference.

Number Description of Exhibit

10.7 Endorsement Agreement executed April 10, 2022, and effective March 15, 2022, by and among, on the one hand, ABG-Shaq, LLC, for the personal services of Shaquille O’Neal, and, on the other hand, Papa John’s Marketing Fund, Inc.

and Papa John’s International, Inc.

Exhibit 10.1 to our report on Form 8-K as filed on June 17, 2019 is incorporated herein by reference .

Amendment No.

1 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.

and Papa John’s International, Inc., effective July 27, 2020.

Exhibit 10.1 to our report on Form 10-Q for the quarterly period ended September 27, 2020 is incorporated herein by reference .

Amendment No.

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.

and Papa John’s International, Inc., effective July 29, 2021.

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

Exhibit 10.1 to our report on Form 8-K as filed on April 13, 2022 is incorporated herein by reference.

10.8 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.

2 unchanged sentences

Deferred Compensation Plan, as amended through December 5, 2012.

Exhibit 10.1 to our report on Form 10-K for the fiscal year ended December 30, 2012 is incorporated herein by reference .

Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended December 30, 2012 is incorporated herein by reference .

10.10* Papa John’s International, Inc.

Nonqualified Deferred Compensation Plan, as amended and restated effective October 28, 2021.

Exhibit 10.3 to our report on Form 10-Q for the fiscal quarter ended September 26, 2021, is incorporated herein by reference.

Exhibit 10.3 to our Quarterly R eport on Form 10-Q for the fiscal quarter ended September 26, 2021 is incorporated herein by reference.

10.11* Papa John’s International, Inc.

9 unchanged sentences

Severance Pay Plan.

Exhibit 10.1 to our report on Form 10-Q for the quarterly period ended March 25, 2012 is incorporated herein by reference .

Exhibit 10.1 to our Quarterly R eport on Form 10-Q for the quarterly period ended March 25, 2012 is incorporated herein by reference .

10.15* Amendment to Papa John’s International, Inc.

5 unchanged sentences

Exhibit 10.1 to our report on Form 8-K as filed on December 7, 2020 is incorporated herein by reference .

Share Repurchase Agreement, dated May 11, 2021, by and among Papa John’s International, Inc.

and the sellers listed on the schedule of sellers attached thereto.

Exhibit 10.1 to our report on Form 8-K as filed on May 12, 2021 is incorporated herein by reference.

21** Subsidiaries of the Company .

2 unchanged sentences

31.2** Section 302 Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15(e) .

Description of Exhibit

32.1** Section 906 Certification of Chief Executive Officer Pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

Number Description of Exhibit

101 Financial statements from the Annual Report on Form 10-K of Papa John’s International, Inc.

for the year ended December 25, 2022, filed on February 23, 2023 formatted in inline XBRL:

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Deficit, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Deficit, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________________________________________

* Compensatory plan required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Jeffrey C.

February 24, 2022

Smith Chairman February 23, 2023

/s/ Robert M.

President and Chief Executive Officer

February 24, 2022

(Principal Executive Officer and Director)

Chief Financial Officer

February 24, 2022

(Principal Financial Officer and

Principal Accounting Officer)

Lynch President and Chief Executive Officer February 23, 2023

Lynch (Principal Executive Officer and Director)

Gugino Chief Financial Officer February 23, 2023

Gugino (Principal Financial Officer and Principal Accounting Officer)

/s/ Christopher L.

February 24, 2022

Coleman Director February 23, 2023

Christopher L.

/s/ Olivia F.

February 24, 2022

Kirtley Director February 23, 2023

/s/ Laurette T.

February 24, 2022

Koellner Director February 23, 2023

/s/ Jocelyn C.

February 24, 2022

Mangan Director February 23, 2023

Medina Director February 23, 2023

/s/ Shaquille R.

February 24, 2022

O’Neal Director February 23, 2023

/s/ Anthony M.

February 24, 2022

Sanfilippo Director February 23, 2023

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.

What changed 10-K

Item 9A. Controls and Procedures