Papa John’s International Inc. (NASDAQ: PZZA) has announced that it has entered into an agreement to resolve its lawsuit with its founder and largest shareholder, John Schnatter.
Under the terms of the agreement, Papa Johns has agreed to promptly remove the “Acting in Concert” provision of the “Poison Pill” rights plan adopted by Papa John’s board of directors in July 2018, which severely and improperly restricted the ability of shareholders to communicate with each other. Similarly, the firm will drop the requirement that the Starboard Entities vote in favor of the incumbent board members.
With those provisions removed, Schnatter has agreed to dismiss without prejudice the lawsuit he filed in the Delaware Court to avoid a costly and expensive proxy contest by identifying a mutually acceptable independent director to serve on the board in his place and to withdraw his notice to nominate himself for election to the board at the 2019 annual meeting of shareholders and to step down from the board.
I founded Papa John’s, built it from the ground up and remain its largest shareholder. I care deeply about its employees, franchisees, and investors and am thankful that I’ve been able to resolve these important issues, and that we can all focus on the Company’s business without the need for additional litigation.
Shares of Papa John’s were last seen up about 3% at $44.57 on Tuesday, in a 52-week range of $38.05 to $64.18. The consensus price target is $51.80.