PAPA JOHNS INTERNATIONAL INC

The proposal requests that the Board amend Papa John’s governing documents to give shareholders holding at least 15% of the outstanding voting shares the unilateral right to call a special meeting. The proponent argues that the current 60% ownership threshold is overly restrictive and that a 15% threshold would provide a meaningful mechanism for shareholder accountability while still guarding against frivolous or narrowly-motivated special meetings. The supporting statement cites institutional investor guidance (BlackRock, Vanguard, ISS, Glass Lewis) that generally endorses thresholds in the 10-15% range and frames special meetings as a rarely-used but important governance tool for urgent or extraordinary matters. The resolution is a stockholder-submitted, non-binding request asking the Board to take steps to implement this change.