UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
June 16,
2010
Commission
File Number: 0-21660
PAPA
JOHN’S INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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61-1203323
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification
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incorporation
or organization)
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Number)
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2002
Papa Johns Boulevard
Louisville,
Kentucky 40299-2367
(Address
of principal executive offices)
(502)
261-7272
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Note
This Form
8-K/A is filed as an amendment to the Current Report on Form 8-K filed by Papa
John’s International, Inc. (the “Company”) on April 30, 2010 where we reported,
under Item 5.02, the appointment of John H. Schnatter and Joseph Jude Thompson
to serve as co-Chief Executive Officers of the Company. This amendment is being
filed to report changes to the compensation of Mr. Schnatter and Mr. Thompson in
their capacity as co-Chief Executive Officers.
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Compensation
of co-Chief Executive Officers.
As
previously reported, on April 28, 2010, the Company named John H. Schnatter and
Joseph Jude Thompson co-Chief Executive Officers of the Company, effective
immediately. On June 16, 2010, the Compensation Committee of the
Board approved the terms of Mr. Schnatter's and Mr. Thompson’s compensation for
service as co-Chief Executive Officers. Mr. Schnatter's annualized
base salary was set at $700,000 (of which $320,000 was paid in the form of a
stock option grant on December 28, 2009), with a bonus target under the
Company's management incentive plan of 75% of base salary subject to the
achievement of Company and individual performance expectations. Mr.
Thompson's annualized base salary was set at $650,000, with a bonus target under
the Company's management incentive plan of 75% of base salary, subject to the
achievement of Company and individual performance expectations. The
actions of the Compensation Committee are effective April 28, 2010, the date of
Mr. Schnatter's and Mr. Thompson's appointment as co-Chief Executive
Officers. As previously reported, Mr. Schnatter will continue to
receive additional compensation under his agreements for services as Founder and
Chairman of the Company, as described in the Company's definitive Proxy
Statement filed with the Securities and Exchange Commission on March 22,
2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
PAPA JOHN’S INTERNATIONAL,
INC.
(Registrant)
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Date:
June 22, 2010
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/s/
Christopher J. Sternberg
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Senior
Vice President,
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Corporate
Communications and
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General
Counsel
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