15 unchanged sentences
To the Stockholders and the Board of Directors of Papa John’s International, Inc.
−Removed: and Subsidiaries
Opinion on Internal Control Over Financial Reporting
5 unchanged sentences
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on our Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on our Internal Control over Financial Reporting.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
15 unchanged sentences
Other Information
+Added: During the fiscal quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
7 unchanged sentences
Executive Compensation
−Removed: 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.
+Added: Information regarding executive compensation appearing under the captions “Executive Compensation — Compensation Discussion and Analysis,” (excluding information under the subheading “Pay Versus Performance Disclosure”) “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.
23 unchanged sentences
Certain Relationships and Related Transactions, and Director Independence
−Removed: 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
−Removed: 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 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.
Principal Accounting Fees and Services
30 unchanged sentences
4.4 Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 .
+Added: Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 25, 2022 is incorporated herein by reference .
10.1 Form of Papa John’s International, Inc.
Director Indemnification Agreement.
−Removed: 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.
+Added: Exhibit 10.1 to our Annual Report 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.
−Removed: 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.
−Removed: 10.3 Securities Purchase Agreement between Papa John’s International, Inc.
−Removed: and 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 and Starboard Value LP effective February 3, 2019.
−Removed: Exhibit 10.1 to our report on Form 8-K as filed on February 4, 2019 is incorporated herein by reference .
−Removed: 10.4 Registration Rights Agreement between Papa John’s International, Inc.
−Removed: and 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 and Starboard Value LP effective February 4, 2019.
−Removed: Exhibit 10.2 to our report on Form 8-K as filed on February 4, 2019 is incorporated herein by reference .
+Added: Exhibit 10.2 to our Annual Report on Form 10-K for the fiscal year ended December 30, 2018 is incorporated herein by reference.
10.3* Employment Agreement between Papa John’s International, Inc.
and Robert Lynch effective August 26, 2019.
−Removed: Exhibit 10.1 to our report on Form 8-K as filed on August 28, 2019 is incorporate d herein by reference .
−Removed: 10.6* Amendment to E mployment Agreement , dated April 7, 2022, by and between Papa John’s International, Inc.
+Added: Exhibit 10.1 to our report on Form 8-K as filed on August 28, 2019 is incorporated herein by reference .
+Added: 10.4* Amendment to Employment 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.
−Removed: Number Description of Exhibit
10.5 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.
6 unchanged sentences
Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended December 30, 2012 is incorporated herein by reference .
+Added: Number Description of Exhibit
10.8* Papa John’s International, Inc.
Nonqualified Deferred Compensation Plan, as amended and restated effective October 28, 2021.
−Removed: 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.
+Added: Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2021 is incorporated herein by reference.
10.9* Papa John’s International, Inc.
9 unchanged sentences
Severance Pay Plan.
−Removed: 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 .
+Added: Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 25, 2012 is incorporated herein by reference .
10.13* 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 .
+Added: 10.15 Share Repurchase Agreement by and among Papa John’s International, Inc.
+Added: and the sellers listed on the schedule of sellers attached thereto.
+Added: Exhibit 101 to our Current Report on Form 8-K as filed on March 2, 2023 is incorporated herein by reference.
+Added: 10.16 Amendment No.
+Added: 1, dated as of May 30, 2023, to Amended and Restated Credit Agreement, dated as of September 14, 2021, among Papa John’s International, Inc., each of the guarantors and lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
+Added: Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2023 is incorporated herein by reference.
+Added: 10.17 Amendment No.
+Added: 1, effective as of August 1, 2023, to Endorsement Agreement dated as of 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.
+Added: and Papa John’s International, Inc.
+Added: Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2023 is incorporated herein by reference.
21** Subsidiaries of the Company .
4 unchanged sentences
Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
+Added: Number Description of Exhibit
32.2** Section 906 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
−Removed: Number Description of Exhibit
+Added: 97.1** Compensation Clawback Policy
101 Financial statements from the Annual Report on Form 10-K of Papa John’s International, Inc.
12 unchanged sentences
Signature Title Date
−Removed: /s/ Jeffrey C.
−Removed: Smith Chairman February 23, 2023
+Added: /s/ Christopher L.
+Added: Coleman Chairman February 29, 2024
+Added: Christopher L.
/s/ Robert M.
1 unchanged sentence
Lynch (Principal Executive Officer and Director)
−Removed: Gugino Chief Financial Officer February 23, 2023
−Removed: Gugino (Principal Financial Officer and Principal Accounting Officer)
−Removed: /s/ Christopher L.
−Removed: Coleman Director February 23, 2023
−Removed: Christopher L.
−Removed: /s/ Olivia F.
−Removed: Kirtley Director February 23, 2023
+Added: Thanawala Chief Financial Officer February 29, 2024
+Added: Thanawala (Principal Financial Officer and Principal Accounting Officer)
+Added: Garratt Director February 29, 2024
+Added: /s/ Stephen L.
+Added: Gibbs Director February 29, 2024
/s/ Laurette T.
3 unchanged sentences
Medina Director February 29, 2024
+Added: Miller Director February 29, 2024
/s/ Shaquille R.
3 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.