DOMINO'S PIZZA INC. Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders ofDomino's Pizza, Inc. (the "Company") was held onApril 25, 2023 . A total of 31,426,857 shares were present or represented by proxy at the meeting, representing 88.73% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows: 1. ELECTION OF DIRECTORS Proposal One was the election of nine nominees to serve as Directors of the Company, each for a term of one year expiring at the Company's 2024 annual meeting of shareholders, until their respective successors are duly elected or qualified or until his or her earlier death, resignation or removal. The result of the vote was as follows: FOR WITHHELD % of % of Broker Nominee # of Votes Votes Cast # of Votes Votes Cast Non-Votes David A. Brandon 27,982,749 95.10 % 1,442,261 4.90 % 2,001,847 C. Andrew Ballard 28,861,632 98.09 % 563,378 1.91 % 2,001,847 Andrew B. Balson 28,413,199 96.56 % 1,011,811 3.44 % 2,001,847 Corie S. Barry 28,706,766 97.56 % 718,244 2.44 % 2,001,847 Diana F. Cantor 28,512,064 96.90 % 912,946 3.10 % 2,001,847 Richard L. Federico 28,479,299 96.79 % 945,711 3.21 % 2,001,847 James A. Goldman 28,331,315 96.28 % 1,093,695 3.72 % 2,001,847 Patricia E. Lopez 28,119,633 95.56 % 1,305,377 4.44 % 2,001,847 Russell J. Weiner 28,964,605 98.44 % 460,405 1.56 % 2,001,847 Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company's Board of Directors. There were no additional Director nominations brought before the Meeting.
2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal Two was the ratification of the appointment ofPricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year. The result of the vote was as follows: FOR AGAINST % of % of Broker # of Votes Votes Cast # of Votes Votes Cast Abstain Non-Votes 30,290,104 96.51 % 1,094,767 3.48 % 41,986 - Pursuant to the foregoing votes, the ratification ofPricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the current fiscal year was approved.
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
Proposal Three was the advisory vote on the approval of the executive
compensation of the named executive officers of the Company. The result of the
vote was as follows:
FOR AGAINST
% of % of Broker
# of Votes Votes Cast # of Votes Votes Cast Abstain Non-Votes
27,128,066 92.36 % 2,242,403 7.63 % 54,541 2,001,847
Pursuant to the foregoing votes, the executive compensation of the named executive officers of the Company was approved in this non-binding advisory vote.
--------------------------------------------------------------------------------
4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES
Proposal Four was an advisory vote with respect to the frequency of future advisory votes on the executive compensation ofDomino's Pizza, Inc. The result of the vote was as follows: ONE YEAR TWO YEARS THREE YEARS % of # of % of # of % of Broker
# of Votes Votes Cast Votes Votes Cast Votes Votes Cast Abstain Non-Votes 29,014,741 98.74% 9,078 0.03% 359,472 1.22% 41,719 2,001,847
Considering the outcome of this vote, the Board of Directors has made the determination to continue to hold the advisory vote on the compensation of the Company's named executive officers on an annual basis.
--------------------------------------------------------------------------------
© Edgar Online, source
