U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
DOMINO'S PIZZA, INC.
___________________________________________________________________________
2. Name of the person relying on exemption:
CTW INVESTMENT GROUP
___________________________________________________________________________
3. Address of the person relying on exemption:
1900 L STREET, NW, SUITE 900 WASHINGTON, DC 20036
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
(CtW Investment Group logo) CtWInvGrp
1:44 pm via Hoot Suite
CtW Investment Group welcomes leading proxy
advisory firms' recommendations over Domino's
Pizza's #execpay ow.ly/vOVGK#corpgov
[The link in this tweet appears below:]
FOR IMMEDIATE RELEASE CONTACT: Michael Pryce-Jones
(202) 262-7437
CTW INVESTMENT GROUP WELCOMES LEADING PROXY ADVISORY FIRMS' RECOMMENDATION
AGAINST DOMINIO'S PIZZA'S BALSON OVER CEO PAY
Recommendation Follows CtW Investment Group's Opposition to Andrew Balson
and "Say on Pay"
WASHINGTON, D.C. - Leading independent proxy advisors, Institutional
Shareholder Services (ISS) and Glass Lewis, are opposing the re-election of
Andrew Balson, the Chairman of the Compensation Committee at Domino's
Pizza, Inc. (NYSE:DPZ), because of concerns over CEO Patrick Doyle's pay.
Domino's will hold its annual shareholder meeting in Ann Arbor, Michigan on
April 29th.
The recommendation comes two weeks after the CtW Investment Group wrote to
fellow investors calling on them to oppose Balson and Domino's "Say-on-Pay"
given the company' egregious equity grants and the excessive and
potentially risky focus on short-term performance in the company's pay
plans.
"Domino's shows that investors are getting out ahead of pay-for-failure
situations by identifying unhealthy and bloated pay practices before
shareholders get seriously burned," said Dieter Waizenegger, Executive
Director of the CtW Investment Group. "Considering the additional concerns
raised in our letter over Balson's oversight of pay at Fleetcor
Technologies and Bloomin'Brands, he is getting a reputation as a 'serial
overpayer'; he should be prepared to announce his resignation at the
shareholder meeting following the vote," Waizenegger added.
In its report, ISS said Domino's pay practices were a "governance
failure," warranting votes against Balson, the only member of the
Compensation Committee up for re-election. Echoing the concerns of the
CtW Investment Group, the report calls attention to the short-term nature
of the incentive plans, the unjustified, discretionary stock grants in
2013 to executives, and the granting of similar awards to certain outside
directors. Glass Lewis recommends voting against both Balson and the
company's "Say-on-Pay" Proposal.
In its March 31st letter to shareholders, the CtW Investment Group warned
investors over the serious misalignment between Domino's excessively
short-termist pay practices and the long-run interests of shareholders,
particularly given the company's high-leverage and richly valued stock
price. The Group also queried why the Compensation Committee, having awarded
CEO Patrick Doyle 3-year compensation valued at around $40 million, on a
realizable basis, found it necessary to grant him additional discretionary
equity awards last year.
The CtW Investment Group works with pension funds sponsored by affiliates
of Change to Win - a federation of unions representing over six million
members - to enhance long-term shareholder value through active ownership.
These funds have $250 billion in assets under management and are
substantial Domino's shareholders.
# # #
** NOTE: Please contact CtW Invesment Group Senior Corporate Governance
Analyst Michael Pryce-Jones at (202) 262-7437 or michael.pryce-jones@
changetowin.org; or visit www.ctwinvestmentgroup.com, for additional
information. Follow us on twitter2CtWInvGrp**