pzza_Current Folio_8K







Washington, D.C. 20549



Current Report Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   September 26, 2017

Papa John's International, Inc.

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)








(Commission File Number)


(IRS Employer Identification No.)


2002 Papa John's Boulevard

Louisville, Kentucky 40299-2367

(Address of principal executive offices) (Zip Code)


(502) 261-7272

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 4.01.

   Changes in Registrant’s Certifying Accountant. 


As previously disclosed by Papa John’s International, Inc. (the “Company”) in a Current Report on Form 8-K filed on August 4, 2017, the Audit Committee of the Company’s Board of Directors notified KPMG LLP (“KPMG”) on August 1, 2017 that KPMG had been approved as the Company’s independent registered public accounting firm for the fiscal period ending December 30, 2018, subject to completion of KPMG’s standard client acceptance procedures and execution of an engagement letter.


On September 26, 2017, the Company and KPMG executed an engagement letter formally engaging KPMG as the Company’s independent registered public accounting firm for the fiscal period ending December 30, 2018.


During the Company’s two most recent fiscal years ended December 25, 2016 and December 27, 2015 and the subsequent interim periods through September 26, 2017, the Company did not consult with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and KPMG did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.





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.






Papa John's International, Inc.





Date:  September 28, 2017

/s/ Lance F. Tucker                                   

Lance F. Tucker

Senior Vice President, Chief Financial Officer,

Chief Administrative Officer and Treasurer