DOMINOS PIZZA INC

This proposal requests that the Board adopt a rule requiring any director who fails to obtain a majority of votes in an uncontested election to resign and, in no event, continue to serve more than nine months after that failed election. The proponent argues the change would ensure shareholder votes of rejection are respected, enable timely board refreshment, and provide accountability for director performance. The proposal cites the company’s recent stock price performance and operational challenges as reasons shareholders may seek more rapid board turnover. If adopted, the Board would need to create a process to implement the resignation requirement while allowing up to nine months for identifying and appointing replacements.

This proposal asks the Board to adopt a policy and bylaw amendment requiring the Board Chair to be an independent director, with limited waivers if no independent director is available to serve. The supporting statement argues that an independent chair would improve the separation between board oversight and management, strengthen governance, and better protect long‑term shareholder value. The proponent cites past statements by governance advisors and recent company performance as rationale for instituting an independent chair requirement. The proposal allows the Board limited flexibility (for example, a waiver if no independent director is available) and it would apply prospectively if adopted.