UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 30, 2025, the Board of Directors (the “Board”) of Domino’s Pizza, Inc. (the “Company”) appointed Stephen H. Kramer to serve as a director on the Board, effective immediately. Mr. Kramer was appointed on the recommendation of the Nominating and Corporate Governance Committee of the Board and will stand for re-election to the Board at the Company’s 2026 annual meeting of shareholders.
Mr. Kramer currently serves as President, Chief Executive Officer and a member of the Board of Directors of Bright Horizons Family Solutions Inc. (NYSE: BFAM). He has served as CEO and board member since January 2018 and as President since January 2016. Mr. Kramer joined Bright Horizons in September 2006 through the acquisition of College Coach, a company he co-founded. Earlier in his career, Mr. Kramer worked at Fidelity Ventures and Arthur D. Little.
Mr. Kramer was appointed as a member of the Board’s Audit Committee. The Board has determined that Mr. Kramer satisfies the definition of “independent director” under the Nasdaq listing standards, including the requirements with respect to service on the Audit Committee.
Mr. Kramer will be entitled to the annual compensation paid to the Company’s non-employee directors. A summary of the compensation the Company provides its non-employee directors is described under the heading “Compensation of Directors” on page 75 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2025. There is no arrangement or understanding between Mr. Kramer and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Kramer requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Kramer to the Board is attached hereto as Exhibit 99.1.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve significant risks and uncertainties and you should not place considerable reliance on such statements. Important factors that could cause actual results to differ materially from our expectations are more fully described in our filings with the Securities and Exchange Commission, including under the section headed “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024. All forward-looking statements speak only as of the date hereof and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, or other applicable law, we will not undertake, and specifically disclaim, any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date hereof, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on the forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements are qualified in their entirety by this cautionary statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Domino’s Pizza, Inc. dated June 30, 2025. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DOMINO’S PIZZA, INC. | ||||||
| (Registrant) | ||||||
| Date: June 30, 2025 | /s/ Ryan K. Mulally | |||||
| Name: | Ryan K. Mulally | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||