Dominos Pizza Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight director nominees to one-year terms.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Domino’s named executive officers as disclosed in the proxy. Management seeks this advisory approval to confirm shareholder support for its pay-for-performance compensation program, which emphasizes a high proportion of variable, performance-based pay (about 91% of CEO target pay and ~81% for other NEOs) including annual incentives tied to Incentive Adjusted EBITDA and long-term incentives comprising PSUs, RSUs and options with a three-year performance/vesting period and a TSR modifier. The board recommends a vote FOR, citing strong shareholder engagement and prior high say-on-pay support (94.84% in 2025), and arguing the program aligns executives’ long-term interests with shareholders via multi-year performance metrics, conservative caps, recoupment policy and stock ownership guidelines. The vote is non-binding, but the board will consider results in future compensation decisions.

4. 4

   Shareholder Proposal: Directors Who Fail to Obtain a Majority Vote

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requesting that directors who fail to receive a majority vote in an uncontested election resign and not serve more than nine months after such failed election (proponent: John Chevedden).

   More detail

   The shareholder proposal from John Chevedden requests that any director who fails to obtain a majority vote in an uncontested election must leave the board within nine months. The proponent argues this would enforce respect for shareholder votes, enable board refreshment, and address governance concerns amid periods of underperformance. Management opposes, noting an existing Majority Voting Policy requiring tendered resignations and Board consideration within 120 days, arguing that a rigid nine-month mandatory departure could impede Board functioning, limit flexibility to find appropriate replacements, and is inconsistent with S&P 500 practices; the Board emphasizes its history of strong director support and recent governance improvements as evidence the current policy is adequate.

5. 5

   Shareholder Proposal: Requirement for an Independent Board Chair

   Shareholder — The Accountability BoardBoard: AGAINST

   Shareholder proposal requesting the Board adopt a policy requiring the Board Chair to be independent, with limited exceptions; proponent: The Accountability Board.

   More detail

   The Accountability Board’s shareholder proposal requests a bylaw policy requiring the Board Chair to be independent, with limited exceptions. The proponent argues an independent chair would strengthen oversight and better separate Board oversight from management, citing Domino’s prior switch to an Executive Chair and underperformance since 2021 as rationale. The Board opposes, arguing that governance flexibility allows it to choose the leadership structure it believes best serves shareholder interests, and pointing to current governance practices — majority independent directors, independent committee chairs, a Lead Independent Director, and recent shareholder-approved governance changes — and shareholder support for the Executive Chair. The Board also notes many S&P 500 companies have non-independent chairs and that mandating an independent chair could be unnecessarily restrictive.

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When is the Dominos Pizza Inc 2026 annual meeting?

Dominos Pizza Inc (DPZ) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Dominos Pizza Inc 2026 meeting?

The record date for the Dominos Pizza Inc 2026 meeting is Wednesday, February 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dominos Pizza Inc's 2026 meeting?

The board is presenting 8 director nominees at the Dominos Pizza Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dominos Pizza Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Dominos Pizza Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.