Market Overview

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
  • 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

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.


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

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.

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