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Stockholders' Equity (Deficit) | 12 Months Ended
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Dec. 30, 2018
Stockholders' Equity (Deficit) |
Stockholders' Equity (Deficit) | 5.Stockholders’ Equity (Deficit) Shares Authorized and Outstanding The Company has authorized 5.0 million shares of preferred stock and 100.0 million shares of common stock. The Company’s outstanding shares of common stock, net of repurchased common stock, were 31.4 million shares at December 30, 2018 and 33.9 million shares at December 31, 2017. There were no shares of preferred stock issued or outstanding at December 30, 2018 and December 31, 2017. Subsequent to December 30, 2018, on February 3, 2019, the Company entered into a Securities Purchase Agreement in which the Company issued and sold 200,000 shares of the Company’s newly designated Series B Preferred Stock. See ‘Subsequent Events’ in Note 2 for additional information. Share Repurchase Program We repurchased 2.7 million shares of our common stock for $158 million in 2018, including $100 million (1.7 million shares) under an accelerated share repurchase agreement (“ASR Agreement”) with Bank of America, N.A. Share repurchases for 2017 and 2016 were 3.0 million and 2.1 million for $209.6 million and $122.4 million, respectively. These repurchases were under a share repurchase program that expired on February 27, 2019. Funding for the share repurchase program was provided through a credit facility, operating cash flow, stock option exercises and cash and cash equivalents. In connection with the execution of our amended Credit Agreement in October 2018, the Company cannot repurchase any additional shares if our Leverage Ratio, as defined in the Credit Agreement is higher than 3.75 to 1.0. See Note 11 for additional information on our Credit Agreement. Cash Dividend The Company paid dividends of $29.0 million in 2018, $30.7 million in 2017 and $27.9 million in 2016. Subsequent to fiscal 2018, our Board of Directors declared a first quarter 2019 cash dividend of $0.225 per common share, or approximately $8.0 million, including the Series B Preferred Stock dividend on an as-converted basis to common stock. The dividend was paid on February 22, 2019 to shareholders of record as of the close of business on February 11, 2019. In connection with the execution of our amended Credit Agreement in October 2018, no increase in dividends per share may occur if our Leverage Ratio as defined in the Credit Agreement is higher than 3.75 to 1.0. Stockholder Rights Plan On July 22, 2018, the Board of Directors of the Company approved the adoption of a limited duration stockholder rights plan (the “Rights Plan”) with an expiration date of July 22, 2019 and an ownership trigger threshold of 15% (with a threshold of 31% applied to John H. Schnatter, together with his affiliates and family members). In connection with the Rights Plan, the Board of Directors authorized and declared a dividend to stockholders of record at the close of business on August 2, 2018 of one preferred share purchase right (a “Right”) for each outstanding share of Papa John’s common stock. Upon certain triggering events, each Right would entitle the holder to purchase from the Company one one-thousandth (subject to adjustment) of one share of Series A Junior Participating Preferred Stock, $0.01 par value per share of the Company (“Preferred Stock”) at an exercise price of $250.00 (the “Exercise Price”) per one one-thousandth of a share of Preferred Stock. In addition, if a person or group acquires beneficial ownership of 15% or more of the Company’s common stock (or in the case of Mr. Schnatter, 31% or more) without prior board approval, each holder of a Right (other than the acquiring person or group whose Rights will become void) will have the right to purchase, upon payment of the Exercise Price and in accordance with the terms of the Rights Plan, a number of shares of the Company’s common stock having a market value of twice the Exercise Price. The complete terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated as of July 22, 2018, between the Company and Computershare Trust Company, N.A., as rights agent. Subsequent to the year ended December 30, 2018, on February 3, 2019, the Company entered into an amendment to the Rights Agreement to exempt funds affiliated with Starboard Value LP from the 15% ownership trigger threshold, to facilitate the Company’s sale to the funds of the Company’s Series B Preferred Stock. On March 5, 2019, the Board of Directors extended the term of the Rights Plan to March 6, 2022, increased the ownership trigger threshold at which a person becomes an acquiring person from 15% to 20%, except as set forth above, removed the “acting in concert” provision in response to stockholder feedback, and included a qualifying offer provision as set forth in the Rights Plan.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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