Papa John's | PROPOSAL REGARDING SPECIAL MEETING THRESHOLD at Papa John's

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
NASDAQ: PZZA
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 ask the Board to take the steps necessary to amend the governing documents, to give the power to call a special meeting to shareholders with an aggregate of 15% or more of shares entitled to vote at the meeting.
Supporting statement
DEAR FELLOW SHAREHOLDERS: A meaningful right for shareholders to call special meetings is essential for their ability to effectively engage management and is a widely supported aspect of good corporate governance. Indeed, the Council of Institutional Investors says "[s]hareowners should have the right to call special meetings," Glass Lewis says it "strongly supports" this right, and ISS has reported that shareholders' "inability to call a special meeting and the resulting insulation of management could adversely affect corporate performance and shareholder returns." Major institutional investors support it too. For instance, BlackRock says, "shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting" and accordingly, "should have the right to call a special meeting." Papa John's does technically provide this right - but requires a 60% threshold for shareholders to exercise it, which is unreasonably prohibitive. While the need to call special shareholder meetings is rare, the ability of shareholders to do so without unreasonable barriers provides a critical accountability tool. Because they can involve substantial resources though, a rational threshold of shareholders should be required to exercise the right. Just as too high a threshold prevents fair access to the right, a sound gatekeeping threshold guards against a small number abusing it for their own interests rather than for those shared by the majority of shareholders. In this case, we believe a 15% ownership threshold would be appropriate and provide shareholders a meaningful right while mitigating the risk of corporate resources being wasted to serve narrow interests of a few minority shareholders. Indeed, such a threshold is widely supported. BlackRock supports "a minimum of 15%" threshold. Vanguard supports establishing this right, "as long as the ownership threshold is not below 10%." ISS supports proposals to establish this right, and says its preference is a 10% threshold. And Glass Lewis generally favors a 10-15% threshold. Based on the foregoing, we believe support for this request is in the best interest of our company and its shareholders and that adoption of the proposal is warranted. Thank you.

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