Domino's Pizza Inc.

04/29/2024 | Press release | Distributed by Public on 04/29/2024 14:16

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Shareholders of Domino's Pizza, Inc. (the "Company") was held on April 25, 2024. A total of 30,588,312 shares were present or represented by proxy at the meeting, representing 87.82% 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 2025 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

Nominee

# of Votes % of
Votes Cast
# of Votes % of
Votes Cast
Broker
Non-Votes

David A. Brandon

27,356,090 96.11 % 1,107,693 3.89 % 2,124,529

C. Andrew Ballard

28,171,449 98.97 % 292,334 1.03 % 2,124,529

Andrew B. Balson

27,426,359 96.36 % 1,037,424 3.64 % 2,124,529

Corie S. Barry

27,794,593 97.65 % 669,190 2.35 % 2,124,529

Diana F. Cantor

27,529,413 96.72 % 934,370 3.28 % 2,124,529

Richard L. Federico

27,662,398 97.18 % 801,385 2.82 % 2,124,529

James A. Goldman

27,669,165 97.21 % 794,618 2.79 % 2,124,529

Patricia E. Lopez

27,118,396 95.27 % 1,345,387 4.73 % 2,124,529

Russell J. Weiner

28,053,732 98.56 % 410,051 1.44 % 2,124,529

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 of PricewaterhouseCoopers 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 Votes

% of

Votes Cast

# of Votes

% of

Votes Cast

Abstain

Broker

Non-Votes

29,565,810 96.77% 986,363 3.23% 36,139 - 

Pursuant to the foregoing votes, the ratification of PricewaterhouseCoopers 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 Votes

% of

Votes Cast

# of Votes

% of

Votes Cast

Abstain

Broker

Non-Votes

26,692,269 93.91% 1,732,048 6.09% 39,466 2,124,529

Pursuant to the foregoing votes, the executive compensation of the named executive officers of the Company was approved in this non-bindingadvisory vote.

4.

SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE

Proposal Four was a shareholder proposal requesting the implementation of a simple majority vote requirement, as described in the Company's proxy statement. The result of the vote was as follows:

FOR

AGAINST

# of Votes

% of

Votes Cast

# of Votes

% of

Votes Cast

Abstain

Broker

Non-Votes

27,628,367 98.82% 330,606 1.18% 504,809 2,124,530

Pursuant to the foregoing votes, the shareholder proposal requesting the implementation of a simple majority vote requirement was approved.