Domino's Pizza, Inc. (DPZ, Financial) recently held its 2025 Annual Meeting of Shareholders on April 23, 2025, where significant amendments to the company's governance structure were approved. The shareholders voted in favor of amending the company's Second Restated Certificate of Incorporation, effectively eliminating the supermajority voting provisions and introducing a new shareholder right to call a special meeting. These changes, collectively known as the "Charter Amendments," were implemented to enhance shareholder rights and streamline governance processes.
Additionally, the amendments addressed the historical exclusion of Bain Capital, LLC, the company's former principal shareholder, as an "interested stockholder" under Delaware law, which is now deemed irrelevant. The Charter Amendments became effective upon filing with the Secretary of State of Delaware on the same day as the meeting.
In conjunction with the Charter Amendments, the Board of Directors approved changes to the company's by-laws. The Fifth Amended and Restated By-Laws eliminate the supermajority vote requirement for by-law amendments and establish a new shareholder right to call a special meeting, aligning with the Charter Amendments. These changes aim to empower shareholders and facilitate more dynamic corporate governance.
The meeting also included the election of nine directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, and an advisory vote on executive compensation, all of which received shareholder approval. However, a shareholder proposal to allow shareholders owning 15% or more of the company's stock to call a special meeting was not approved.
These developments reflect Domino's Pizza's commitment to evolving its governance framework in response to shareholder feedback and industry best practices. For more detailed information on the proposals and voting results, interested parties can refer to the company's definitive Proxy Statement filed with the SEC.
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