Independent Special Committee of Papa John’s Board of Directors Issues Letter
Papa John’s International, Inc. (NASDAQ: PZZA) today released the following from the Special Committee of independent directors
of the Papa John’s Board of Directors:
To the Papa John’s Community:
The independent members of the Papa John’s Board of Directors take seriously our responsibility to serve and
protect the best interests of Papa John’s and our stakeholders.
John Schnatter is promoting his self-interest at the expense of all others in an attempt to regain control.
John Schnatter is harming the Company, not helping it, as evidenced by the negative impact his comments and actions have had on our
business and that of our franchisees. We have tried to meet directly with John Schnatter to discuss how we can move forward in the
best interest of all stakeholders. However, John Schnatter had not responded to our requests until last week when his attorney
conveyed his conditions for a meeting, stating John Schnatter would agree to meet only if we cancelled the annual Operators
Conference (OpCon) and allowed John Schnatter alone to reschedule it to a date, time and location of his choosing. OpCon, which is
being held this week, is a critical annual meeting that brings together approximately 1,500 team members and franchisees from all
around the world. John Schnatter’s demand that it be cancelled just one week in advance was unreasonable and does not support his
purported concern for the future success of Papa John’s franchisees, employees and team members.
The Board’s decision to appoint a new CEO at the end of last year was unanimous as was the later decision to
appoint a new Chairman. John Schnatter praised Steve Ritchie in his own book as a “model of what a leader should be” and fully
supported his appointment as CEO. However, when the Company decided to implement a new marketing plan that did not feature John
Schnatter, he began to criticize the management team and undermine the new CEO’s leadership.
John Schnatter has demonstrated a continued pattern of ignoring decisions of the Board, both in his role as
CEO and as non-executive Chairman of the Board. For example:
- The Board specifically directed John Schnatter not to talk about the NFL controversy related to the
National Anthem on the 2017 third quarter earnings call. In direct defiance of these instructions, John Schnatter made unscripted
comments about the NFL controversy.
- When independent market research showed that a change in spokesperson and advertising strategy was
warranted, John Schnatter commissioned his own research and produced separate commercials that starred himself.
- On numerous occasions it was reported that John Schnatter had meetings with Papa John’s management
and staff without the CEO’s knowledge and gave management directions without informing the CEO or the Board. John Schnatter was
reminded on many occasions that the CEO is to direct management, not the non-executive Chairman. John Schnatter also proposed to
have all communications from management to the Board come through him, which was not in accordance with our governance guidelines
regarding “director access to management, employees and advisors,” and that was totally rejected by the Board.
- It is simply not true that the Board asked John Schnatter to become Executive Chairman, as he has
recently asserted. Rather, John Schnatter suggested to individual Board members that he should become Executive Chairman and even
directed a member of management to make unauthorized contact with the Compensation Committee’s independent consultant in July
2018 to ask for peer compensation data.
- John Schnatter’s assertion that the Board agreed with him that Steve Ritchie “needed to go” is not
true.
- John Schnatter directly violated the instructions of the Board in July 2018 when he held a meeting
with another restaurant company’s executives without Steve Ritchie. The Board had instructed John Schnatter to only have this
meeting with the CEO present.
- John Schnatter misinformed the Board about the circumstances surrounding the termination of the
Company’s relationship with Laundry Service.
It is unfortunate that John Schnatter continues to make allegations in the public domain. The Special
Committee has an ongoing independent outside audit and investigation to review any allegations, which we are striving to complete
in the most expedient way. John Schnatter’s attacks on the Company, its Board and management seem to serve only his interests. As
the independent directors, we will defend the Company against his actions and continue to do what is right for Papa John’s and our
stakeholders.
Papa John’s is 120,000 strong, and we have a solid foundation in place that reflects our talented team,
quality heritage and premier franchise network. Steve Ritchie and the Executive Leadership Team are now executing against new
operating priorities, a new brand strategy and a renewed commitment to ensuring that diversity, equality, respect and inclusion are
represented in all we do and say.
We have received outspoken support from customers, employees, franchisees, partners and shareholders for the
actions we are taking. We are confident that we are building a better, more successful future for Papa John’s.
Sincerely,
The Special Committee of the Papa John’s Board of Directors
About Papa John’s
Headquartered in Louisville, Kentucky, Papa John's International, Inc. (NASDAQ: PZZA) is the world’s third-largest pizza
delivery company. In 2018, consumers rated Papa John’s No. 1 in product and service quality among national pizza chains in the
American Customer Satisfaction Index (ACSI). For 17 of the past 19 years, consumers have rated Papa John's No. 1 in customer
satisfaction among national pizza chains in the American Customer Satisfaction Index (ACSI). For more information about the company
or to order pizza online, visit Papa John’s at
www.papajohns.com.
Forward-Looking Statements
Certain matters discussed in this press release and other company communications constitute forward-looking statements within
the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend,” “estimate,” “believe,”
“anticipate,” “will,” “forecast,” “plan,” “project,” or similar words identify forward-looking statements that we intend to be
included within the safe harbor protections provided by the federal securities laws. Such forward-looking statements may relate to
projections or guidance concerning business performance, revenue, earnings, cash flow, consumer sentiment, profit margins, unit
growth, unit level performance, capital expenditures, corporate governance, shareholder and other stakeholder engagement and
support, strategic decisions and actions, changes to our current business plan, the effectiveness of our new brand strategy, the
ongoing cultural audit and investigation and related initiatives and actions. Such statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond
our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such
forward-looking statements. Our risk factors are discussed in detail in “Part I. Item 1A. – Risk Factors” in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2017, as updated by “Part II. Item 1A. – Risk Factors” in our Quarterly Report on
Form 10-Q for the quarterly period ended July 1, 2018. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of future events, new information or otherwise, except as required by law.
Papa John's International, Inc.
Investors:
Joe Smith, 502-261-7272
Chief Financial Officer
Joe_Smith@papajohns.com
or
Media:
Madeline Chadwick, 502-261-4189
VP, Communications
Madeline_Chadwick@papajohns.com
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