Papa John's International, Inc. today announced that Jeffrey Smith, Chief Executive Officer of Starboard Value LP (“Starboard”), and Chair of the Papa Johns Board of Directors (the “Board”), has resigned from the Board effective as of March 1, 2023. Christopher Coleman, a Papa Johns director since 2012, has been appointed the new independent Chair of the Board. Papa Johns also announced it has entered into an agreement to repurchase 2,176,928 shares of Papa Johns common stock beneficially owned by Starboard at a purchase price of $82.52 per share.

“Starboard, led by Jeff Smith, invested in Papa Johns at a challenging time for the company. The Starboard team has provided crucial guidance and insights that have helped drive our turnaround and growth over the last four years. We thank Jeff for his dedication to the Papa Johns brand and his leadership of the Board,” added Rob Lynch, President and CEO of Papa Johns. “I will thoroughly miss his presence in the Boardroom and the test kitchen. I wish him all the best.”

“When we invested in the Company four years ago, it faced substantial challenges,” said Smith. “I am extremely proud of the significant progress Papa Johns has made in its customer experience, financial performance, share price performance and corporate governance. With this incredible improvement, we have been thinking for some time about the right moment to transition the Board Chair role. Given the strength of the team, board and overall health of Papa Johns, I felt like now was the right time for me to step down and transition Board leadership.”

Mr. Smith continued, “It has truly been an honor to work with Rob and this incredible management team, as well as this fantastic board. Since Starboard initially invested in Papa Johns, the stock price and operating income have more than doubled. But just as importantly, the company has become a leader in product innovation, differentiated itself in the pizza delivery category and significantly improved its overall corporate governance. It has also been recognized for its diverse and inclusive culture. In 2022, Papa Johns was named in the Forbes World’s Best Employers and Best Employers for Diversity lists and achieved a score of 100 on the Human Rights Campaign Foundation’s Corporate Equality Index for the second year in a row. This is a remarkable feat, given where we started, and it could not have been accomplished without incredible leadership from Rob and the team. While there is still more to accomplish, I feel confident the team is well equipped to continue driving success at Papa Johns, and that the Board has the right leadership and experience to oversee Papa Johns’ continued success.”

“Jeff has been an effective leader of the Papa Johns Board and we are sad to see him depart,” said Christopher Coleman, Chair of Papa Johns. “We have been discussing with Jeff the right moment for this transition and given the Company’s great progress, Jeff felt this was the right time for him to step back from the Board. We are grateful for his valuable contributions.”

The price of the share repurchase represents a discount of approximately 4% to the closing price of Papa Johns common stock on March 1, 2023. Following the repurchase, Starboard will beneficially own 582,432 shares, representing approximately 2% of Papa Johns’ outstanding shares.