Domino's Pizza, Inc. (DPZ) Earnings Call Transcript & Summary

Good morning, and welcome to the Domino's Pizza, Inc. 2021 Annual Meeting of Shareholders. I would now like to introduce the first presenter, Dave Brandon.

Good morning, everyone, and welcome to the 2021 Annual Meeting of the Shareholders of Domino's Pizza, Inc. I'm Dave Brandon, Chairman of the company's Board of Directors, and I will act as chairman of the meeting. I apologize we got off to a little bit of a late start due to technical difficulties, but we're really excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our shareholders while supporting the health and well-being of our shareholders and our team members and directors in light of the ongoing public health impact of the COVID-19 pandemic. To our shareholders attending via the web portal, we appreciate your attention and support and 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, but 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 shortly after 10:00 a.m. due to our -- a little bit of a late start, and I'm going to officially call this meeting to order. Kevin Morris, 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 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 March 3, 2021, as the record date for determination of shareholders entitled to notice of and at this annual meeting and any postponement or adjournment thereof. Mr. Morris, please report on the notice of this meeting and the affidavits 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 March 3, 2021, the record date for this meeting. This list has been prepared by Computershare, the company's transfer agent and has been made available to attendees of this virtual meeting under the materials buttons on your screen. And an affidavit of an Officer of Broadridge Financial Solutions as to the mailing on March 18, 2021, of the company's annual report for the fiscal year ended January 3, 2021, a notice of this annual meeting, the company's proxy statement dated March 18, 2021, and a proxy of all holders 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 the business of this meeting. First, I am pleased to introduce you to the directors of our company, all of whom are present with us today. Sadly, due to our technical difficulties, they can't respond and offer their good wishes, but I will list those who are intended, which is 100% of our Board, our CEO, Ritch Allison, Andy Ballard, Andrew Balson, Corie Barry, Diana Cantor, Rick Federico, Jim Goldman and Patricia Lopez. We have also invited our independent registered public accounting firm, PricewaterhouseCoopers LLP to attend this meeting. Eric Schwartz is here today, and he represents PwC and is available to respond to appropriate questions raised by shareholders attending this meeting. Eric, thank you for joining us. 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, meeting's formal business consisting of 3 proposals, which we will discuss in a moment. The company has not received notice from any of its shareholders as required by its bylaws or 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 the Voting button of the web portal and follow the instructions there. 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. Polls will remain open until immediately after any discussion on today's proposal. On the agenda for this annual meeting is the consideration of 3 proposals recommended to the company's shareholders by the Board of Directors. Mr. Morris, please identify these proposals.

Mr. Brandon, each of the 3 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 1 is the election of the following nominees to serve on the Board of Directors of the company for a 1-year term until the company's annual meeting of shareholders in 2022 until their respective successors are duly elected or qualified or until his or her earlier death, resignation or removal. David A. Brandon, Richard E. Allison, Jr.; C. Andrew Ballard; Andrew B. Balson, Corie S. Barry, Diana F. Cantor, Richard L. Federico, James A. Goldman and Patricia E. Lopez.

You have heard the motion, is there a second?

Second.

Mr. Morris, please identify the next proposal.

Proposal 2 is to ratify the Audit committee's selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2021 fiscal year ending January 2, 2022.

You have heard the motion, is there a second?

Second.

Mr. Morris, please identify the next proposal.

Proposal 3 is an advisory vote on the executive compensation of the company. Although the vote we are asking you to cast is nonbinding, the compensation committee and the Board value the views of our shareholders and will continue to consider the outcome of the vote when determining future compensation arrangements for our named executive officers.

You have heard the motion, is there a second?

Second.

Mr. Morris, 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 the proposals?

Mr. Brandon. For proposal number 1, the directors, the 9 nominees receiving the greatest number of votes shall be elected directors of the company. Proposal 2 and Proposal 3 will be approved if they received affirmative vote a majority of the shares voted in person or by proxy on each such item.

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?

Mr. Brandon, there are no questions regarding the proposals that this time.

There being no further discussion of the proposals, we will now proceed with the final voting and closing the polls. Please vote on the web portal if you have not already done so. [Voting]

I now declare that the polls are officially closed. Based upon a preliminary report from the inspector of election, I hereby declare that each of the Director nominees has been duly elected to the Board for a 1-year term ending at the annual meeting of shareholders in 2022. Second, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2021 fiscal year has been ratified. And third, the executive compensation of the company's named executive officers has been approved in an advisory vote. The company will file a Form 8-K with the SEC within 4 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 understanding of our need to host a virtual shareholder meeting again this year. Your health and well-being are of paramount importance to us, and we are thankful for your attendance at today's virtual meeting. I would also like to express my appreciation to all of the shareholders who submitted their proxies and were not able to join the meeting today. The directors, officers and employees of the company appreciate the loyalty and confidence of all of our shareholders. We will now welcome any questions you may have, but we ask that you please observe the rules of procedure posted in the meeting materials box on 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 question. 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. Are there any questions in queue?

Mr. Brandon, there are no questions in the queue.

Well, then this concludes the 2021 annual meeting of shareholders of Domino's Pizza, Inc. I would like to thank you all for your attendance, good health and good wishes. Thank you very much.

The Annual General Meeting for Domino's Pizza, Inc. has now come to an end. Thank you for attending. You may now leave the virtual meeting.