PAPA JOHNS INTERNATIONAL INC (PZZA)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PAPA JOHNS INTERNATIONAL INC · Meeting: April 30, 2026
Directors FOR
4
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the eight directors nominated by the Board of Directors
Against Analysis
Coleman has served since 2012 and presided over severe stock underperformance — Papa Johns' shares fell nearly 48% over three years while the consumer discretionary sector ETF (XLY) rose nearly 50%, a gap of 97.5 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; the 5-year record is equally poor, so no mitigating long-term track record applies.
Koellner has served since 2014 with full overlap over the underperformance period — Papa Johns' shares fell nearly 48% over three years while the consumer discretionary sector ETF (XLY) rose nearly 50%, a gap of 97.5 percentage points that far exceeds the 30-point trigger; the 5-year record shows a loss of 55% versus a rising benchmark, so no long-term track record mitigant applies.
Mangan has served since 2019 with full overlap over the underperformance period — Papa Johns' shares fell nearly 48% over three years while the consumer discretionary sector ETF (XLY) rose nearly 50%, a 97.5-point gap far exceeding the 30-point threshold; the 5-year record confirms sustained underperformance, so no mitigating long-term context applies.
Medina has served since 2015 with full overlap over the underperformance period — Papa Johns' shares fell nearly 48% over three years while the consumer discretionary sector ETF (XLY) rose nearly 50%, a 97.5-point gap far exceeding the 30-point threshold; the 5-year record shows an even deeper loss, so no long-term track record mitigant applies.
For Analysis
Garratt joined in 2023, which is within the 24-month exemption window from the TSR trigger, so he is exempt from the underperformance test and his strong financial and restaurant-industry credentials support a FOR vote.
Gibbs joined in 2023, which is within the 24-month exemption window from the TSR trigger, so he is exempt from the underperformance test and his deep accounting and financial controls expertise supports a FOR vote.
Miller joined in 2023, which is within the 24-month exemption window from the TSR trigger, so he is exempt from the underperformance test and his extensive restaurant CEO experience is directly relevant to Papa Johns' turnaround.
Penegor joined the board in 2024, which is within the 24-month exemption window from the TSR trigger, so he is exempt from the underperformance test; as the incoming CEO overseeing the turnaround plan, a FOR vote is appropriate at this early stage of his tenure.
Four of eight directors (Coleman, Koellner, Mangan, Medina) receive AGAINST votes due to severe and sustained stock underperformance — Papa Johns shares lost nearly 48% over three years while the consumer discretionary sector ETF (XLY) gained nearly 50%, a gap of 97.5 percentage points that far exceeds the 30-point policy trigger for companies with negative absolute returns; the 5-year record confirms this is not a transient dip. The three directors who joined in 2023 (Garratt, Gibbs, Miller) and CEO Penegor (joined 2024) are exempt from the TSR trigger under the 24-month new-director exemption and receive FOR votes based on their qualifications.
Say on Pay
✓ FORCEO
Todd A. Penegor
Total Comp
$8,442,953
Prior Support
93.29%%
CEO total compensation of $8.44 million is within a reasonable range for a restaurant company of Papa Johns' size and complexity, and the pay structure is strongly performance-oriented — 87% of Penegor's target compensation is variable, tied to adjusted EBITDA, comparable sales, gross openings, and a three-year relative total shareholder return measure versus the S&P 1500 restaurant peer group. The 2023 performance stock awards paid out at 0% because the company ranked in the bottom quartile of its TSR peer group, demonstrating that the incentive plan actually withholds pay when performance is poor, which is the hallmark of a functioning pay-for-performance program. Prior-year say-on-pay support was 93.3%, well above the 70% threshold, and the company has a meaningful clawback policy in place, so no policy flags are triggered.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,584,000
Non-Audit Fees
$380,000
Non-audit fees (tax fees of $220,000 plus audit-related fees of $160,000, totaling $380,000) represent approximately 14.7% of audit fees of $2,584,000, well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Papa Johns' size; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Management Proposal to Amend the Certificate of Incorporation to Eliminate Supermajority Voting Requirements
This is a binding board-proposed amendment that directly responds to majority shareholder support at the 2025 annual meeting for eliminating supermajority voting thresholds — replacing the current 75% supermajority requirement with a simple majority standard for bylaw amendments, certain business combinations, and charter amendments is a clear improvement to shareholder rights. Under the policy's charter amendment framework, this change moves the company toward more democratic governance and should be supported; the board is acting responsively to shareholder feedback rather than entrenching existing management protections.
Proposal 5
Management Proposal to Amend the Certificate of Incorporation to Reduce Special Meeting Ownership Threshold to 25%
This binding management proposal reduces the threshold to call a special meeting from an unreasonably high 60% of shares to 25%, which represents a meaningful and concrete improvement to shareholder rights — the current 60% threshold is so high it effectively denies most shareholders the ability to call a special meeting. While a competing stockholder proposal (Item 6) requests an even lower 15% threshold, this binding amendment is an immediate, real improvement and 25% is within the range endorsed by major institutional investors including Vanguard; shareholders can push for a further reduction at a future meeting if desired.
Proposal 6
Stockholder Proposal Regarding Special Meeting Threshold (15% threshold)
The Accountability Board is a credible governance-focused filer and the ask — lowering the special meeting threshold — is a legitimate shareholder rights improvement, but shareholders are simultaneously being asked to vote on a binding management amendment (Item 5) that would immediately reduce the threshold from 60% to 25%. Supporting this non-binding proposal while also approving Item 5 creates no additional binding obligation and the 15% threshold, while supported by some institutional guidelines, is at the lower end of market practice and carries a greater risk of abuse by very small shareholder groups. The more prudent path is to vote FOR the binding 25% amendment in Item 5, which delivers a real and immediate improvement, rather than also supporting a non-binding request for a further reduction that the board has explicitly declined to implement.
Overall Assessment
The 2026 Papa Johns ballot features six proposals; the most significant governance actions are AGAINST votes for four long-tenured directors (Coleman, Koellner, Mangan, Medina) due to catastrophic stock underperformance — shares lost nearly 48% over three years while the consumer discretionary sector ETF (XLY) gained 50%, a 97.5-point gap far exceeding the policy trigger — while the three directors who joined in 2023 and incoming CEO Penegor are exempt as newer directors. The compensation program earns a FOR because incentive pay is genuinely performance-linked (the 2023 performance awards paid out at zero), both charter amendment proposals merit support as real governance improvements, and the auditor ratification is straightforward with low non-audit fees.