Papa Johns 2014 Annual Report Download - page 102

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89
proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days
after the end of the fiscal year covered by this Report.
We have adopted a written code of ethics that applies to our directors, officers and employees. We intend
to post all required disclosures concerning any amendments to or waivers from, our code of ethics on our
website to the extent permitted by NASDAQ. Our code of ethics can be found on our website, which is
located at www.papajohns.com.
Item 11. Executive Compensation
Information regarding executive compensation appearing under the captions “Executive Compensation /
Compensation Discussion and Analysis,” “Compensation Committee Report” and “Certain Relationships
and Related Transactions – Compensation Committee Interlocks and Insider Participation” is
incorporated by reference from the Company’s definitive proxy statement, which will be filed with the
Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by
this Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The following table provides information as of December 28, 2014 regarding the number of shares of the
Company’s common stock that may be issued under the Company’s equity compensation plans.
(c)
(a) (b) Number of securities
Number of Weighted remaining available
securities to be average for future issuance
issued upon exercise exercise price under equity
of outstanding of outstanding compensation plans,
options, warrants options, warrants excluding securities
Plan Category and rights and rights reflected in column (a)
Equity compensation plans
approved by security holders 1,563,977 $24.52 7,485,725
Equity compensation plans not
approved by security holders * 166,728
Total 1,730,705 $24.52 7,485,725
* Represents shares of common stock issuable pursuant to the non-qualified deferred compensation plan.
The weighted average exercise price (column b) does not include any assumed price for issuance of shares
pursuant to the non-qualified deferred compensation plan.
Information regarding security ownership of certain beneficial owners and management and related
stockholder matters appearing under the caption “Security Ownership of Certain Beneficial Owners and
Management” is incorporated by reference from the Company’s definitive proxy statement, which will be
filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year
covered by this Report.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions, and director independence appearing
under the captions “Corporate Governance” and “Certain Relationships and Related Transactions” is