DOMINO'S PIZZA, INC. | Directors Who Fail to Obtain a Majority Vote at DOMINO'S PIZZA, INC.

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
DPZ
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors take the necessary steps to ensure that directors who fail to obtain a majority vote in a future uncontested shall leave the board as soon as possible but in no case shall such directors serve more than 9-months on the Board after such failed election.
Supporting statement
A vote of rejection by Domino's Pizza shareholders needs to be respected. DPZ shareholders often only vote on 3 items a year. The least that DPZ can do is to respect all shareholder votes. If DPZ accepts shareholder approval of executive pay then DPZ should be prepared to accept shareholder rejection of a director. 9-months is adequate time for the DPZ to find a highly qualified replacement director. This proposal will give DPZ directors more of an incentive to perform. Now is a good time to improve shareholder oversight of DPZ. DPZ stock was at $567 in 2021 and was only at $409 in late 2025 despite a robust stock market. DPZ faces challenges and DPZ shareholders may believe that board refreshment is a way to address challenges. DPZ shareholder efforts at board refreshment could be thwarted if DPZ can ignore DPZ shareholders if they give a majority vote against a director. These are some of the challenges facing DPZ: Reports highlighted the impact of a challenging macroeconomic environment, including inflation and rising costs, on DPZ's performance. Lower-income consumers reduced their discretionary spending, affecting the delivery business in particular. Total orders saw a decline, led by a 3% drop in delivery orders as households cut back on takeout spending. Franchisees faced the direct impact of declining same-store sales and rising operational costs. International growth was also pressured by store closures and a significant financial loss reported by Domino's Pizza Enterprises (DPE), the master franchisee for several markets including Australia and parts of Europe and Asia.

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