DEF 14A

Date and Time

Virtual Meeting Site

Record Date

Mailing Date

Tuesday, April 26, 2022

10:00 a.m. Eastern Time

Participate in the Annual Meeting by visiting our Annual Meeting website at

www.virtualshareholdermeeting.com/DPZ2022

March 2, 2022

On or about

March 17, 2022

DEF 14A 1 d222113ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

DOMINO’S PIZZA, INC.
(Name of registrant as specified in its charter)


(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of 2022 Annual Meeting of Shareholders

and Proxy Statement

Virtual Annual Meeting

Tuesday, April 26, 2022

10:00 a.m. Eastern Time

www.virtualshareholdermeeting.com/DPZ2022

For further information, please call Domino’s Investor Relations at 734-930-3620.

Notice of Annual Meeting of Shareholders

Domino’s Pizza, Inc.

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48105

(734) 930-3030

To the Shareholders of Domino’s Pizza, Inc.:

Notice is hereby given that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Domino’s Pizza, Inc. (the “Company”) will be held virtually via live webcast at www.virtualshareholdermeeting.com/DPZ2022 on Tuesday, April 26, 2022 at 10:00 a.m. Eastern Time. As part of our precautions regarding the ongoing COVID-19 pandemic and to support the health and well-being of our shareholders, team members and directors, the Annual Meeting will be held exclusively online. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting the website listed above. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/DPZ2022, you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received.

The Annual Meeting will be held for the following purposes, all of which are set forth in the accompanying Proxy Statement:

To elect the nine director nominees named in the Proxy Statement, each to serve for a one-year term, until their respective successors are duly elected or qualified or until his or her earlier death, resignation or removal;

To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2022 fiscal year;

To hold an advisory and non-binding vote on the compensation of the Company’s named executive officers; and

To transact such other business as may properly come before the meeting.

Shareholders of record at the close of business on March 2, 2022 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

By order of the Board of Directors,

LOGO

Kevin S. Morris

Executive Vice President, General Counsel

and Corporate Secretary

March 17, 2022


		HOW TO VOTE

INTERNET

VIA COMPUTER

LOGO

TELEPHONE

LOGO

MAIL

LOGO

DURING MEETING

LOGO

Via the Internet at

www.proxyvote.com. You will

need the 16-digit number

included in your notice, proxy

card or voter instruction form.

Dial toll-free ((800) 690-6903) or

the telephone number on your

voter instruction form. You will

need the 16-digit number included

in your notice, proxy card or voter

instruction form.

If you received a paper copy of

your proxy materials, send your

completed and signed proxy card

or voter instruction form using the

enclosed postage-paid envelope.

You can vote electronically at the Annual
Meeting. See page 6 for information on
how to vote.

Notice of Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 26, 2022: The accompanying Proxy Statement and our 2021 Annual Report are available at ir.dominos.com. In addition, you may access these materials at http://materials.proxyvote.com/25754A. On March 17, 2022, we mailed a Notice of Internet Availability of Proxy Materials to certain shareholders, containing instructions for voting online and for requesting a paper copy of the Proxy Statement and 2021 Annual Report.

YOUR VOTE IS IMPORTANT

We are offering registered shareholders the opportunity to vote their shares electronically through the Internet or by telephone. Please see the Proxy Statement and the enclosed Proxy for details about electronic voting. You are urged to date, sign and promptly return the enclosed Proxy, or to vote electronically through the Internet or by telephone, so that your shares may be voted in accordance with your wishes and so that the presence of a quorum at the Annual Meeting may be assured. Voting promptly, regardless of the number of shares you hold, will aid the Company in reducing the expense of additional Proxy solicitation. Voting your shares by the enclosed Proxy, or electronically, does not affect your right to vote electronically in the event you attend the virtual-only Annual Meeting. You may revoke your Proxy at any time, regardless of your voting method, as fully described on page 7 of the accompanying Proxy Statement.

VIRTUAL MEETING ADMISSION

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If you wish to attend the virtual-only Annual Meeting see “Voting Information—Virtual Shareholder Meeting” for additional instructions. The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time on Tuesday, April 26, 2022. Online check-in will begin at 9:45 a.m. Eastern Time, and you should allow approximately 15 minutes for the online check-in procedures.

Table of Contents


	Page
PROXY SUMMARY		1

2022 Annual Meeting of Shareholders		1
Meeting Agenda and Board Recommendations		1
Director Nominees		1
2021 Business Highlights		2
Chief Executive Officer Succession and Board Leadership		2
Continuing Evolution of Executive Compensation Program		3
Corporate Governance Highlights		3

PROXY STATEMENT		5

VOTING INFORMATION		6

Virtual Shareholder Meeting		6
Record Date, Issued and Outstanding Shares		6
Quorum Requirement		6
Voting Procedures		6
Revocation of Proxies		7
Broker Non-Votes		7
Votes Required		7

PROPOSAL ONE: ELECTION OF DIRECTORS		9

Board Membership Criteria		9
Board Composition and Diversity		9
Nominees for Election to One-Year Terms Expiring at the 2023 Annual Meeting of Shareholders		12

CORPORATE GOVERNANCE AND DIRECTOR INFORMATION		16

Corporate Governance Overview		16
Nominating and Corporate Governance Committee		18
Compensation Committee		19
Audit Committee		20
Audit and Other Service Fees		20
Inclusion & Diversity Committee		20
Purpose and Values		21
Human Capital Management		21
Shareholder Engagement		23
Stewardship at Domino’s		23
Prohibition Against Hedging Transactions		24

AUDIT COMMITTEE REPORT		25

PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		26

STOCK OWNERSHIP INFORMATION		27

Security Ownership of Certain Beneficial Owners		27
Security Ownership of Management		28
Delinquent Section 16(a) Reports		28
Compensation Committee Interlocks and Insider Participation		29

EXECUTIVE COMPENSATION		30

Compensation Committee Report		30

COMPENSATION DISCUSSION AND ANALYSIS		31

Executive Summary		31
Changes to Design of Long-Term Incentive Compensation Program		33
Compensation Program Overview		36
Compensation Philosophy and Process		37
Components of Total Direct Compensation		41
Other Elements of Compensation		45
Compensation for Chief Executive Officer		46
Employment Agreements		47
Stock Ownership Guidelines		47
Clawback Policy		47
Tax Considerations		48
Risk Assessment Disclosure		48


	Page

EXECUTIVE COMPENSATION TABLES		49

Summary Compensation Table for 2021		49
Grants of Plan-Based Awards		51
Outstanding Equity Awards at Fiscal Year-End		53
Option Exercises and Stock Vested		55
Non-Qualified Deferred Compensation		55
Potential Post-Employment Payments to Named Executive Officers		56
CEO Pay Ratio		59

PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		60

COMPENSATION OF DIRECTORS		61

Director Compensation Table for 2021		62
Non-Qualified Deferred Compensation of Directors		63
Outstanding Equity Awards of Directors		63

EQUITY COMPENSATION PLAN INFORMATION		64

Domino’s Pizza, Inc. 2004 Equity Incentive Plan		64

CERTAIN TRANSACTIONS INVOLVING MANAGEMENT OR 5% OR GREATER SHAREHOLDERS		65

Review and Approval of Related Person Transactions		65
Time-Sharing Agreement with Richard E. Allison, Jr. for Use of Corporate Aircraft		65
Expected Employment of David A. Brandon		65

OTHER MATTERS		66

Attending the Annual Meeting		66
Shareholder Proposals and Director Nominations for Inclusion in Next Year’s Proxy Statement Pursuant to Rule 14a-8		66
Shareholder Proposals and Director Nominations other than Pursuant to Rule 14a-8		66
Interested Persons and Shareholder Communications to the Board of Directors		66
“Householding” of Proxy Materials		67
General Information		67

ANNEX A – DOMINO’S PIZZA, INC. EXECUTIVE OFFICERS AND DIRECTORS		A-1

DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT i

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Proxy Statement are forward-looking statements and may be identified by the use of words such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “predict,” “project,” “seek,” “approximately,” “potential,” “outlook” and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated events or results expressed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our Annual Report on Form 10-K filed on March 1, 2022 for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this Proxy Statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Proxy Statement might not occur. All forward-looking statements speak only as of the date of this Proxy Statement and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, we will not undertake and specifically decline any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date of this Proxy Statement, whether as a result of new information, future events or otherwise.

Available Information

Domino’s Pizza, Inc. makes available, free of charge, through its internet website ir.dominos.com, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Section 13(a), 15(d), or 16 of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission. Materials filed with the Securities and Exchange Commission are available at www.sec.gov. Retail orders from Domino’s stores can be made through its internet website www.dominos.com. The reference to these website addresses anywhere in this Proxy Statement does not constitute incorporation by reference of the information contained on the websites and information appearing on those websites, including ir.dominos.com, biz.dominos.com, stewardship.dominos.com and www.dominos.com, should not be considered a part of this document.

ii DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT

Proxy Summary

This summary highlights information discussed in more detail elsewhere in this Proxy Statement. As this is only a summary, we encourage shareholders to read the entire Proxy Statement and our Annual Report on Form 10-K filed with the SEC on March 1, 2022 (“2021 10-K”) before voting their shares. As used in this Proxy Statement, references to the “Company” or “Domino’s,” or the first-person notations of “we” and “our,” refer to Domino’s Pizza, Inc.

2022 Annual Meeting of Shareholders

Meeting Agenda and Board Recommendations


Proposals for Your Vote	Board Voting Recommendation	Required Vote	Page Reference
Proposal 1: Election of Directors	FOR each Nominee	Plurality of Votes Cast	9
Proposal 2: Ratification of Independent Registered Public Accounting Firm	FOR	Majority of Votes Cast	26
Proposal 3: Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)	FOR	Majority of Votes Cast	60

Director Nominees

This table provides summary information about each director nominee. Each director stands for annual election to a one-year term. Our director elections are subject to our Majority Voting Policy.

Nominee

Age

Director
Since

Current Principal Occupation

Current Committee
Memberships*

Current Public

Company Boards

Other Than Domino’s

I&D

NCG

David A. Brandon

1999

Former Chairman and CEO of
Toys “R” Us, Inc.;
Executive Chairman-elect of Domino’s Pizza, Inc.

DTE Energy Co.

Herman Miller, Inc.

C. Andrew Ballard

2015

CEO and Co-founder of Wiser Solutions, Inc. and Founder and Managing Partner
of Figtree Partners

●

Chair

Etsy, Inc.

Andrew B. Balson

1999

Managing Partner of Cove Hill Partners

Chair

Corie S. Barry

2018

CEO of Best Buy Co., Inc.

●

Best Buy Co., Inc.

Diana F. Cantor

2005

Partner with Alternative Investment Management, LLC

Chair

Universal Corporation

VICI Properties Inc.

Richard L. Federico

2011

Former CEO and Chairman of P.F. Chang’s China Bistro Inc.

●

RPT Realty

Tastemaker Acquisition Corp.

James A. Goldman

2010

Former President and CEO of Godiva Chocolatier, Inc.

●

Chair

Abercrombie & Fitch Co.

Patricia E. Lopez

2018

Former CEO of High Ridge Brands Co.

●

Acreage Holdings

Aramark

Express, Inc.

Russell J. Weiner

Nominee

Chief Operating Officer and President—Domino’s U.S.; CEO-elect of Domino’s Pizza, Inc.

The Clorox Company

*A = Audit Committee / C = Compensation Committee / I&D = Inclusion & Diversity Committee / NCG = Nominating and Corporate Governance Committee

DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT 1

Proxy Summary (continued)

2021 Business Highlights

Fiscal 2021 was another year of strong financial and operating performance for the Company as we worked to accelerate the positive momentum we have sustained in recent years. We continued to focus on leading with innovation, leveraging our global scale, and driving superior returns for our shareholders and delivered sustained strong performance across the business in fiscal 2021, including our 28^th consecutive year of positive international same store sales.

We adapted to the challenges of an ever-changing global operating environment, growing sales, increasing our global store count, investing in our people, and driving returns for our franchisees and shareholders, all while staying true to our values as an organization. In 2021, as a result of solid operating performance and a recapitalization transaction, we also returned nearly $1.5 billion to shareholders through share repurchases and dividends. We believe that our consistent focus on our customers, our team members, our franchisees and our communities has further allowed us to continue to deliver superior returns for our shareholders.

•

Global Retail Sales Growth (excluding foreign currency impact and 53rd week impact): +11.7%

•

U.S. Same Store Sales Growth: +3.5%

•

International Same Store Sales Growth: +8.0%

•

Diluted EPS: $13.54, +9.3% from fiscal 2020

•

Opened 1,204 net new stores worldwide, including our 18,000^th store

The 2020 fiscal year included 53 weeks and the 2021 and 2019 fiscal years each included 52 weeks. Fiscal 2021 diluted EPS, as adjusted, was $13.60, up 13.2% over the prior year diluted EPS, as adjusted, of $12.01. For a description of how the Company calculates same store sales and global retail sales, excluding foreign currency impact, which are commonly-used statistical measures in the quick service restaurant (“QSR”) industry that the Company believes are important to understanding its financial performance, see our 2021 10-K.

Total Shareholder Return:

LOGO

Through December 31, 2021; includes reinvestment of dividends.

Chief Executive Officer Succession and Board Leadership

We recently announced that the Company’s Board of Directors (the “Board of Directors” or “Board”) has appointed Russell J. Weiner to serve as the Company’s Chief Executive Officer effective May 1, 2022 in connection with Richard E. Allison, Jr.’s retirement from the Company. Accordingly, Mr. Allison, a current member of the Board, is not standing for re-election to the Board at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) and Mr. Weiner is standing for election to the Board in his position as CEO-elect. As part of this CEO succession, David A. Brandon is expected to transition from Chairman of the Board to the newly established position of Executive Chairman on May 1, 2022. The Board will appoint a Lead Independent Director of the Board to be effective at that time. The Board believes that Mr. Brandon’s new role as Executive Chairman will provide continued leadership of the Board and a valuable resource to both Mr. Weiner and the Board to facilitate a smooth transition of the CEO role.

2 DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT

Proxy Summary (continued)

Continuing Evolution of Executive Compensation Program

In 2021, we transitioned from our long-term incentive compensation program, which was comprised of performance shares and stock options, to a program comprised of performance-based restricted stock units (“PSUs”), time-vesting restricted stock units (“RSUs”) and stock options. The Compensation Committee believes these changes to our long-term incentive compensation program will further improve the alignment between executive compensation and the interests of shareholders and demonstrate our continued commitment to paying for performance. See pages 33 to 35 of this Proxy Statement for more information on these changes.

Corporate Governance Highlights

Domino’s demands integrity and is committed to upholding high ethical standards. Our strong corporate governance practices support this commitment and provide a framework within which our Board of Directors and management can pursue the strategic objectives of the Company and ensure long-term growth for the benefit of our shareholders. Our Board of Directors monitors developments in governance at peer companies and in general to assure that it continues to meet its commitment to thoughtful and independent representation of shareholder interests. Highlights of our corporate governance practices are summarized below and are discussed in more detail in the “Corporate Governance and Director Information” section beginning on page 16.

Independence:

•

All of our director nominees, other than the CEO-elect and Executive Chairman-elect, are independent

•

Fully independent Board committees

•

Independent directors regularly meet in private without management present

Board Practices:

•

Board of Directors and each Board committee conducts an annual self-assessment

•

Robust director orientation program for incoming directors and annual continuing education budget is provided for each director

•

Directors generally may not stand for reelection after age 75

•

Board tenure balances fresh perspectives with institutional knowledge

•

Structured process for Board’s risk oversight and Board engagement and oversight related to environmental, social and governance (“ESG”) matters

Leadership Structure:

•

Historically, separate independent Chairman and Chief Executive Officer leadership structure, and going forward, separate Executive Chairman and Lead Independent Director and Chief Executive Officer leadership structure to maintain independence between Board oversight and operating decisions of the Company

•

Board oversight of and active engagement in senior leadership succession planning

Accountability:

•

All directors stand for election annually

•

In uncontested director elections, our Majority Voting Policy applies

•

All directors are subject to anti-pledging and anti-hedging provisions under our Insider Trading Policy

•

Annual advisory vote on executive compensation

•

We engage with major shareholders to seek their input on issues and to address their questions and concerns

DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT 3

Proxy Summary (continued)

Stock Ownership Requirements:

•

Stock ownership requirements must be met within five years of appointment, as follows:

•

Directors: 5x annual retainer fee

•

CEO: 5x annual base salary

•

President-level executives: 4x annual base salary

•

Other executives: 3x annual base salary

Inclusion and Diversity

•

Diversity of experience and skills on our Board

•

44% of directors diverse as to gender, ethnicity and/or race

•

Standing Inclusion & Diversity Committee of the Board that oversees the Company’s inclusion and diversity progress and efforts

Additional highlights regarding our 2021 business performance and changes made to our executive compensation

program during fiscal 2021 and expected changes for future years can be found under the

“Compensation Discussion and Analysis—Executive Summary” beginning on page 31.

4 DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors of Domino’s Pizza, Inc. for use at the Annual Meeting to be held on Tuesday, April 26, 2022 at 10:00 a.m. Eastern Time virtually via live webcast at www.virtualshareholdermeeting.com/DPZ2022, and at any adjournment or postponement thereof. The Company has made these materials available to you on the Internet or, upon your request, has delivered printed copies to you by mail or electronic versions by e-mail. The Company will pay the expenses of solicitation of Proxies. We will request banks, brokers and other custodians, nominees and fiduciaries to solicit Proxies from their customers and will reimburse those banks, brokers and other custodians, nominees and fiduciaries for reasonable out-of-pocket costs for this solicitation. Further solicitation of Proxies may be made by mail, personal interview and/or telephone by officers, directors and other employees of the Company, none of whom will receive additional compensation for assisting with the solicitation.

This Proxy Statement, along with the Notice of Annual Meeting of Shareholders and form of Proxy, was first made available to shareholders on or about March 17, 2022.

DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT 5

Voting Information

Virtual Shareholder Meeting

As part of our precautions regarding the ongoing COVID-19 pandemic and to support the health and well-being of our shareholders, team members and directors, the Annual Meeting will be held exclusively online via live webcast. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person. The virtual-only format will allow all of our shareholders the option to participate in the live, online meeting from any location convenient to them, providing shareholder access to our Board and management and enhancing participation.

Shareholders at the close of business on March 2, 2022 will be allowed to communicate with us and submit questions in our virtual Annual Meeting forum immediately before and during the meeting. All directors and key executive officers are expected to be available to answer questions. We will endeavor to answer as many questions submitted by shareholders as time permits. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business.

In the event of technical difficulties with the Annual Meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/DPZ2022. If necessary, the announcement will provide updated information regarding the date, time and location of the Annual Meeting. Any updated information regarding the Annual Meeting will also be posted on our Investor Relations website at ir.dominos.com.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/DPZ2022, you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. You will also be able to vote your shares electronically at the meeting.

For further information on voting at the Annual Meeting, please see the “Voting Procedures” section below. No recording of the Annual Meeting is allowed, including audio and video recording.

Record Date, Issued and Outstanding Shares

The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting was the close of business on March 2, 2022 (the “Record Date”). On the Record Date, there were 36,033,312 shares of common stock, $0.01 par value per share, the Company’s only voting securities, outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote.

Quorum Requirement

Under the Company’s By-Laws, the holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented in person or by proxy, including shares that abstain or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present.

Voting Procedures

The holders of common stock are entitled to one vote per share on any proposal presented at the Annual Meeting. Only shareholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. Shareholders may choose to vote by any of the following methods: (i) by returning the enclosed Proxy card, (ii) electronically by accessing the Internet site or by using the toll-free telephone number, both of which are stated on the form of Proxy, or (iii) by attending the live webcast and voting your shares online during the Annual Meeting. If you have any questions about www.proxyvote.com or your control number, please contact the bank, broker, or other organization that holds your shares. The availability of online voting may depend on the voting procedures of such organization.

All properly executed Proxies received by mail, and properly authenticated electronic votes recorded through the Internet or by telephone, will be voted as directed by the shareholder. All properly executed Proxies received by mail that do not

6 DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT

Voting Information (continued)

specify how shares should be voted will be voted in accordance with the Board’s recommendation (“FOR” the election of all director nominees under Proposal One, “FOR” Proposal Two and “FOR” Proposal Three).

Revocation of Proxies

Any Proxy given pursuant to this solicitation may be revoked at any time before it is voted by: (i) signing and returning a new Proxy card with a later date, (ii) submitting a later-dated vote by telephone or via the Internet, (iii) filing with our Corporate Secretary a written notice of revocation dated later than the date of the Proxy being revoked or (iv) attending the live webcast and casting a new vote online during the Annual Meeting. Any written notice of revocation should be sent to: Corporate Secretary, Domino’s Pizza, Inc., 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105.

The Internet and telephone procedures for voting and for revoking or changing a vote are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded. Shareholders that vote through the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which will be borne by the shareholder.

Broker Non-Votes

Brokers are subject to the rules of the New York Stock Exchange (the “NYSE”). The NYSE rules direct that certain matters submitted to a vote of shareholders are “routine” items and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions, subject to the rules of the NYSE concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those brokerage firms. Brokers who hold shares in “street name” for customers who are beneficial owners of such shares are prohibited from giving a proxy to vote such customers’ shares on “non-routine” matters in the absence of specific instructions from such customers.

Under the current NYSE rules, we believe Proposal Two is a routine matter. Accordingly, if your broker holds shares that you own in street name, the broker may vote your shares on Proposal Two even if the broker does not receive instructions from you. We believe Proposal One and Proposal Three are non-routine matters and, therefore, the broker may not vote your shares on such proposals without receiving instructions from you. If your broker does not vote on a proposal, this is commonly referred to as a “broker non-vote.” Broker non-votes will not be counted as having been voted in person or by proxy, but pursuant to Delaware corporate law, will be counted for purposes of determining whether a quorum is present.

Votes Required

Under Proposal One, directors are elected by a plurality of the votes of the shares of common stock represented and voted at the Annual Meeting. If you withhold your vote for a particular nominee, then your vote will not count “FOR” such nominee. Votes withheld, as well as broker non-votes, will not be treated as votes cast with respect to the election of directors and, therefore, will have no effect on the outcome of the election of directors.

In addition, we have implemented a Majority Voting Policy for uncontested director elections (elections in which the number of nominees for election is equal to the number of directors to be elected). In the event that the votes “WITHHELD” from a nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to promptly submit his or her resignation to the Board of Directors for consideration. The Board of Directors will then have the opportunity to determine whether to accept or reject such tendered resignation. The Board of Directors, in making its decision, may consider any factors or other information that it considers appropriate or relevant.

The Board of Directors will act within 120 days following certification of the shareholder vote. The Board of Directors may accept a director’s resignation or reject the resignation. Thereafter, the Board of Directors will promptly publicly disclose, in a report furnished to the Securities and Exchange Commission (“SEC”), its decision and process regarding the tendered resignation, including its rationale for accepting or rejecting the tendered resignation. If the Board of Directors accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director,

DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT 7

Voting Information (continued)

then the Board of Directors, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board of Directors, in each case pursuant to our By-Laws. If a director’s resignation is not accepted by the Board of Directors, such director will continue to serve until the next annual meeting of shareholders and until his or her successor is duly elected, or his or her earlier resignation or removal.

Approval of Proposal Two (ratification of independent registered public accounting firm) and Proposal Three (say-on-pay) requires the affirmative vote of a majority of the shares voted in person or by proxy at the Annual Meeting. Broker non-votes, if any, and abstentions will not be treated as votes cast with respect to these proposals and, therefore, will have no effect on the outcome of the votes. As noted above, under the current NYSE rules, we believe Proposal Two is routine matter. Accordingly, if your broker holds shares that you own in street name, the broker may vote your shares on Proposal Two even if the broker does not receive instructions from you.

No matter is currently expected to be considered at the Annual Meeting other than those listed in this Proxy Statement. If any other matters are properly brought before the Annual Meeting for action, it is intended that the persons named in the Proxy and acting thereunder will vote in accordance with their discretion on such matters.

8 DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT

Proposal One: Election of Directors

The Company’s Certificate of Incorporation, as amended and restated, requires that all directors stand for annual election. Accordingly, the nine individuals listed below are standing for election to terms ending with the 2023 annual meeting of shareholders, until his or her successor is duly elected or qualified or until his or her earlier death, resignation or removal.

The Company recently announced that on May 1, 2022, Mr. Weiner will become the Company’s Chief Executive Officer in connection with Mr. Allison’s retirement from the Company. Accordingly, Mr. Allison, a current member of the Board, is not standing for re-election to the Board at the Annual Meeting and Mr. Weiner is standing for election to the Board in his position as CEO-elect. As part of this CEO succession, Mr. Brandon is expected to transition from Chairman of the Board to the newly established position of Executive Chairman on May 1, 2022. The Board will appoint a Lead Independent Director of the Board to be effective at that time. The Board believes that Mr. Brandon’s new role as Executive Chairman will provide continued leadership of the Board and a valuable resource to both Mr. Weiner and the Board to facilitate a smooth transition of the CEO role.

Each nominee has indicated his or her willingness to serve, if elected. However, should a nominee be unable to serve, the shares of common stock represented by Proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a director.

Board Membership Criteria

Although our Nominating and Corporate Governance Committee does not have any specific, delineated qualifications for the nomination of director candidates, the Committee takes into account a number of factors, qualifications and skills that it deems appropriate, with the primary goal of ensuring the Board collectively serves the interest of shareholders. The Company and the Board, at a minimum, seek to have directors with sound business judgment, wisdom and knowledge in his or her field of expertise. Directors should also possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our shareholders. Identified and described below are additional key attributes, qualifications, experiences and skills that are important to the Company’s business and that were considered in the selection of the director nominees, which factors may change from time to time. Director candidates are also evaluated according to the qualifications set forth in the Board’s Corporate Governance Principles, as further described beginning on page 18.

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Business experience. The Company and the Board believe that the Company benefits from nominating directors with a substantial degree of business experience. This may include accomplishments in his or her particular field of practice and a history of achievements that reflect his or her high standards and sound business decisions.

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Leadership experience. The Company and the Board believe that directors with experience in significant leadership positions over an extended period, especially President or Chief Executive Officer positions, provide the Company with strategic insights. These directors generally possess superior leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, long-term strategy, risk management and the methods to drive change and growth.

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Finance experience. The Company and the Board believe an understanding of finance and financial reporting processes is an important skill for our directors. The Company uses financial measures to evaluate its performance as well as its accomplishment of financial performance targets. In addition, the Board and the Audit Committee oversee the required public disclosures of the Company that include financial statements and related information.

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Educational and industry experience. The Company and the Board seek to have directors with relevant education, business expertise and experience as executives, directors, investors or in other leadership positions in the retail sector, including the restaurant industry.

Board Composition and Diversity

We believe that each of our nine director nominees has met the qualifications set forth in the Board’s Corporate Governance Principles and believe these nominees are a highly engaged group and represent a diverse and broad range of attributes, qualifications, experiences and skills to provide an effective mix of viewpoints and knowledge.

DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT 9

Proposal One: Election of Directors (continued)

While the Nominating and Corporate Governance Committee does not have a written policy regarding diversity in identifying director candidates, the Nominating and Corporate Governance Committee considers diversity in its search for the best candidates to serve on the Board and the Inclusion and Diversity Committee reviews and monitors the Company’s efforts in building a more diverse Board. These committees look to ensure demographic diversity in addition to a diversity of skills, experiences (including operational experience) and viewpoints, all aimed at identifying candidates who will contribute to Board decision-making and oversight responsibilities. The committees believe that the current composition of the Board reflects diversity across these categories. Our current directors bring a diverse set of skills, experiences and viewpoints to the Company that are important to drive our strategy forward as the market and competitive landscape evolve.

All of our director nominees except Mr. Brandon and Mr. Weiner are independent. The following provides additional information about our nine director nominees.

10 DOMINO’S PIZZA, INC. 2022 PROXY STATEMENT

Proposal One: Election of Directors (continued)

The matrix below summarizes certain key attributes, qualifications, experiences and skills that our director nominees bring to the Board that we believe are most relevant to service on our Board. This information is intended to provide a summary of our director nominees’ qualifications and should not be considered to be a complete list of each nominee’s strengths or contributions to the Board. A mark indicates a specific area of focus or experience on which the Board relies most. The fact that a director nominee is not designated as having a particular attribute does not indicate that the nominee does not possess that attribute or would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area. Additional details on each director nominee’s attributes, qualifications, experiences and skills are set forth in their individual biographies.

BRANDON

BALLARD

BALSON

BARRY

CANTOR

FEDERICO

GOLDMAN

LOPEZ

WEINER

LOGO

Chief Executive Officer Experience

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SEC Form DEF 14A filed by Domino's Pizza Inc