Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 29, 2019

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number

001-32242

Domino’s Pizza, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE38-2511577
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
30 Frank Lloyd Wright Drive Ann Arbor, Michigan48105
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (734)

930-3030

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Domino’s Pizza, Inc. Common Stock, $0.01 par valueDPZNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes

☒

No

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes

☐

No

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes

☒

No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes

☒

No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act): Yes

☐

No

☒

The aggregate market value of the voting and

non-voting

common stock held by

non-affiliates

of Domino’s Pizza, Inc. as of June 16, 2019 computed by reference to the closing price of Domino’s Pizza, Inc.’s common stock on the New York Stock Exchange on such date was $11,503,936,585.

As of February 13, 2020, Domino’s Pizza, Inc. had 38,667,039 shares of common stock, par value $0.01 per share, outstanding.

Documents incorporated by reference:

Portions of the definitive proxy statement to be furnished to shareholders of Domino’s Pizza, Inc. in connection with the annual meeting of shareholders to be held on April 21, 2020 are incorporated by reference into Part III.

TABLE OF CONTENTS

Part IPage No.
Item 1.Business.2
Item 1A.Risk Factors.11
Item 1B.Unresolved Staff Comments.24
Item 2.Properties.24
Item 3.Legal Proceedings.24
Item 4.Mine Safety Disclosures.24
Item 4A.Executive Officers of the Registrant.24
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.25
Item 6.Selected Financial Data.27
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.29
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.41
Item 8.Financial Statements and Supplementary Data.42
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.74
Item 9A.Controls and Procedures.74
Item 9B.Other Information.74
Part III
Item 10.Directors, Executive Officers and Corporate Governance.75
Item 11.Executive Compensation.78
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.78
Item 13.Certain Relationships and Related Transactions, and Director Independence.78
Item 14.Principal Accountant Fees and Services.78
Part IV
Item 15.Exhibits, Financial Statement Schedules.79
Item 16.Form 10-K Summary.84
SIGNATURES90

Throughout this document, Domino’s Pizza, Inc. (NYSE: DPZ) is referred to as the “Company,” “Domino’s,” “Domino’s Pizza” or in the first-person notations of “we,” “us” and “our.”

In this document, we rely on and refer to information regarding the U.S. quick service restaurant, or QSR, sector and the U.S. QSR pizza category from CREST

®

ongoing foodservice market research (years ending November) prepared by The NPD Group, as well as market research reports, analyst reports and other publicly-available information. Although we believe this information to be reliable, we have not independently verified it. U.S. sales information relating to the U.S. QSR sector and the U.S. QSR pizza category represent reported consumer spending obtained by The NPD Group’s CREST

®

ongoing foodservice market research from consumer surveys. This information relates to both our Company-owned and franchised stores.

Part I

Next: Item 1. Business.