Thank you for standing by, and welcome to the Domino's Pizza, Inc. annual meeting. I will now turn the conference over to Dave Brandon, Executive Chairman of the Board of Domino's Pizza, Inc. You may begin.
Good morning, ladies and gentlemen, and welcome to the 2026 Annual Meeting of Shareholders of Domino's Pizza, Inc. I'm Dave Brandon, Executive Chairman of the company's Board of Directors, and I will act as chairman of this meeting. We are excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our shareholders in as efficient a manner as possible. To our shareholders attending via the web portal, we appreciate your attendance and support. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Out of consideration for others, please limit yourself to one question.
Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and will address any appropriate unanswered questions on our corporate website shortly after the meeting. It's now 10:00 A.M. Eastern Time on April 21st, 2026, and this meeting is officially called to order. Ryan Mulally, Executive Vice President, General Counsel, and Corporate Secretary of the company will act as Secretary of this meeting. I hereby appoint Tony Carideo of the Carideo Group Inc, working on behalf of the Broadridge Financial Solutions as Inspector of Elections at this meeting. Mr. Carideo has subscribed his oath of office and filed it with the Secretary prior to the meeting.
The Board of Directors fixed February 25th, 2026, as the record date for determination of shareholders entitled to notice of and to vote at this annual meeting and any postponement or adjournment thereof. Mr. Mulally, please report on the notice of this meeting and the affidavit of mailing.
Mr. Brandon, I present to the meeting the following materials. A certified list of the holders of common stock of the company as of the close of business on February 25th, 2026, the record date for this meeting. This list has been prepared by Computershare, the company's transfer agent, and has been made available to the company's shareholders in accordance with the provisions set forth in our bylaws, and an affidavit of an officer of Broadridge Financial Solutions as to the mailing on March 10th, 2026, of the company's annual report for the fiscal year ended December 28th, 2025. A notice of this annual meeting, the company's proxy statement dated March 10th, 2026, and a proxy for all shareholders of record of common stock of the company as of the record date.
Thank you. Please file these materials with the minutes of the meeting. Our Inspector of Elections has reported the existence of a quorum, so we will proceed with business of this meeting. First, I'm pleased to inform you that all of our director nominees are present with us today, Andrew B. Balson, Corie S. Barry, Diane L. Cafritz, Richard L. Federico, Stephen H. Kramer, Patricia E. Lopez, and CEO Russell J. Weiner. We've also invited our independent registered public accounting firm, PricewaterhouseCoopers LLP, to attend this meeting. Katie Valeski is here today to represent PwC and is available to respond to appropriate questions raised by shareholders attending this meeting. The business portion of this annual meeting will consist of two parts. First, the formalities necessary to establish the validity of the meeting, and second, the meeting's formal business consisting of five proposals, which we will discuss in a moment.
The company has not received notice from any of its shareholders as required under its bylaws of any other matter to be considered at today's meeting, and therefore, no other proposals may be properly introduced by shareholders. I now declare the polls open for voting at this annual meeting. If you wish to vote at the meeting and have not yet done so, you may now click on your Cast Your Vote button on the web portal to complete your ballot. Shareholders who have sent in proxies or voted via telephone or internet and who do not want to change their vote do not need to take any further action. The polls will remain open until immediately after any discussion on today's proposals.
On the agenda for this annual meeting is the consideration of five proposals to be voted on by the company's shareholders as set forth in the proxy statement. Mr. Mulally, please identify these proposals.
Mr. Brandon, each of the five proposals on today's agenda have been fully described in the company's proxy statement and is being presented at this meeting by the board of directors. Proposal number one is the election of the following nominees to serve on the board of directors of the company for a one-year term until the company's annual meeting of shareholders in 2027, until their respective successors are duly elected or qualified, or until his or her earlier death, resignation, or removal. David A. Brandon, Andrew B. Balson, Corey S. Barry, Diane L. Cafritz, Richard L. Federico, Stephen H. Kramer, Patricia E. Lopez, and Russell J. Weiner.
You have heard the motion. Is there a second?
Second.
Mr. Mulally, please identify the next proposal.
Proposal number two is to ratify the audit committee's selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2026 fiscal year ending January 3rd, 2027.
You have heard the motion. Is there a second?
Second.
Mr. Mulally, please identify the next proposal.
Proposal number three is an advisory vote on the executive compensation of the company. Although the vote we are asking you to cast is non-binding, the Compensation and Human Capital Committee and the board value the views of our shareholders and wish to continue to consider the outcome of this vote when determining future compensation arrangements for our named executive officers.
You have heard the motion. Is there a second?
Second.
Mr. Mulally, please note for the record.
All right.
... that Mr. Chevedden or a designated representative appear to present proposal number 4. As the proposal was not properly moved, it will not be considered or voted upon at this meeting. Mr. Mulally, please identify the next proposal.
Mr. Chevedden has joined. Can we please have the operator unmute his line?
Hello, this is John Chevedden. Proposal four, regarding directors who fail to obtain a majority vote. 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 election shall leave the board as soon as possible, but in no case shall such director serve more than nine months on the board after such failed election. This is a more comprehensive addition to the current Domino's Pizza policy. A voter rejection by Domino's Pizza shareholders needs to be respected. Domino's Pizza shareholders often only vote on three items in a year. The least that Domino's Pizza can do is to respect all shareholder votes. If Domino's Pizza accepts a shareholder approval of executive pay, then Domino's Pizza should be prepared to accept shareholder rejection of a director.
9 months is adequate time for Domino's Pizza to find a highly qualified replacement director. This proposal will give Domino's Pizza directors more of an incentive to perform. Now is a good time to improve shareholder oversight of Domino's Pizza. Domino's Pizza stock was at $567 in 2021 and is at only $369 now, despite a robust stock market. Domino's Pizza faces challenges, and Domino's Pizza shareholders may believe that board refreshment is a way to address challenges. Domino's Pizza shareholder efforts at board refreshment could be thwarted if Domino's Pizza can ignore Domino's Pizza shareholders if they give a director a majority against vote. This more comprehensive proposal is made necessary by the practice of a majority of the companies that have a failed election but then allow directors to continue on the board in spite of a failed election. Please vote for this more comprehensive proposal 4.
Thank you, Mr. Chevedden. Mr. Mulally, please identify the next proposal.
Proposal number five is a shareholder proposal submitted by The Accountability Board. The full text of the proposal is set forth in the proxy statement. I now invite Mr. Prescott to present the proposal. In deference to the other shareholders present today and in accordance with the rules of procedure for the meeting, please limit your statement to three minutes.
Good morning, everybody. I can keep this way under three minutes just for the sake of time. Thanks to the board, I want to start by saying, for considering the proposal, even though obviously it's not supporting it. We do appreciate the consideration. The only thing we want to add beyond what's in the proposal itself, which we think is pretty self-explanatory, is that both Glass Lewis and Institutional Shareholder Services are recommending a vote in favor of the proposal. I just want to read very quickly a couple sentences from the conclusion of the ISS report on this proposal. It says, to quote ISS, "A variety of factors suggest that the requested policy would be beneficial for shareholders. The lead independent director's duties at Domino's are poorly defined, making it unclear precisely how this position serves to counterbalance the CEO and the executive chair.
The existing board leadership structure with the CEO, former CEO, and lead independent director may also be considered cumbersome. In this case, an independent chair policy could simplify the board structure, which may promote more effective independent oversight and streamline responsibilities. Further, the proposal is not overly prescriptive, providing a board with flexibility to implement an independent chair policy as it sees fit." That's all we really want to add. For any other information, please see the proposal in the proxy statement. Thank you very much.
Thank you. We've now just heard from proposal number four and proposal number five. As it relates to proposal number four, you've heard the motion. Is there a second?
Second.
After careful consideration, the Board has recommended voting against this proposal for the reasons set forth in the proxy statement. We also thank you, Mr. Prescott, for presenting your proposal. You've heard the motion. Is there a second?
Second.
After careful consideration, the board has recommended voting against this proposal for the reasons set forth in the proxy statement. Mr. Mulally, please identify the next proposal.
Mr. Brandon, that concludes the proposals.
Thank you. Let's proceed with voting on the election of directors and on the other proposals. Will the secretary please identify the voting required to approve each of these proposals?
Mr. Brandon, for proposal number one, the election of directors, the eight nominees receiving the greatest number of votes shall be elected directors of the company. Proposals two, three, four, and five will be approved if they receive the affirmative vote of a majority of shares voted in person or by proxy on each such item. Note that the votes on proposals three, four, and five are conducted on an advisory basis.
If there are any questions regarding the voting procedures, or if any shareholder wishes to raise any questions regarding the proposals being voted on today, please submit your question in the designated field on the web portal. Are there any questions regarding the voting procedures or the proposals from the shareholders in attendance?
Mr. Brandon, there are no questions regarding the voting procedures or the proposals at this time.
There being no further discussion of the proposals, we will now proceed with final voting and closing the polls. Please vote on the web portal if you have not already done so. I now declare that the polls are officially closed. Based on the preliminary report from the Inspector of Elections, I hereby declare that each director nominee has been duly elected to the board for a one-year term ending at the company's annual shareholder meeting in 2027. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2026 fiscal year has been ratified. The executive compensation of the company's named executive officers has been approved in an advisory vote.
The shareholder proposal regarding the departure of directors who failed to obtain a majority vote has not been approved in an advisory vote, and the shareholder proposal regarding an independent chair requirement has not been approved in an advisory vote. The company will file a Form 8-K with the SEC within four business days to announce the final voting results on these proposals, which will include any votes properly submitted at today's meeting. I am aware of no other business that should be brought before this annual meeting, and accordingly, I hereby adjourn the meeting. I would like to thank all of you for your support and for your attendance at today's virtual meeting. I would also like to express my appreciation to our shareholders who submitted their proxies and were not able to join the meeting.
The directors, officers, and team members of the company appreciate the loyalty and confidence of all of our shareholders. We now welcome any questions you may have. We ask that you please observe the rules of procedure posted in the meeting materials section of your screen. Please state your name, business affiliation, and city of residence and indicate whether you are a shareholder or a proxy for a shareholder when submitting your questions. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any appropriate questions that we do not get to will be addressed on our company website shortly after the meeting.
Our first question, can you please make the shareholder list available for viewing during the annual meeting next year for investors who have a control number? Broadridge provides this service.
I've actually been with the company for 27 years and as a public company for 22 years, and it's the first time that question has ever been asked, and I don't know the answer. I'll be more than happy to do a little research and talk to the team and get back to you. Thank you.
Our second question, and this is more of a business question. How much will be spent on share buybacks in 2026? Will the percent of international revenue rise above 7% in the near future?
Those both appear to me to be forward-looking statements that we may or may not be able to address based on our policies and what's appropriate. I would just ask you to tune in on Monday when we have our quarterly earnings release, and the company at that point, and management specifically, will be prepared to articulate the performance of the company to date and any projections or forecasts that they feel would be appropriate.
Third question, why is health and nutrition missing from your Hungry for MORE pillars and strategic priorities, and what evidence supports your position on this?
The company recently completed its regular materiality assessment, a process undertaken with an external expert that we brought on board, in which it considers feedback from both external and internal stakeholders aimed at identifying the most material topics which deserve heightened organizational focus. The company understands the importance of health and nutrition, but other topics were currently identified as higher priorities. As noted in our public disclosures, the company and the board assess risk in totality across the business and believe that its current risk assessment posture is appropriate. We recognize the role that nutrition plays in the food industry. Nutrition is an individual need for each of our consumers and the beauty of pizza and our business model and virtually everything else on our menu is that it is a made-to-order product, made just as our consumers request it. In fact, there are many combinations.
We estimate approximately 34 million different combinations available in ordering just one Domino's Pizza, which allows everyone to choose what's best for them. There are also options on our menu separate from pizza that consumers may opt to enjoy and make their own decisions about their own nutrition. We remain committed to continuing to monitor the evolution of the issue and the processes aimed at ensuring that we appropriately address all material issues and risks within our business in totality. Thank you for your question.
Our final question, again, a business question. What is your opinion on a trend to put more protein in diets? Thank you, and keep up the great work.
I appreciate your question. I don't have a specific answer prepared for that. I think that would be a question that's better directed to our management, and maybe that's a question you consider asking at one of our quarterly releases.
Mr. Brandon, that concludes the questions.
Well, thank you very much. That concludes the 2026 annual meeting of shareholders of Domino's Pizza, Inc. We thank you all for your attendance and for your support.
This concludes today's annual meeting. You may now disconnect.