The firm, Institutional Shareholder Services, noted that O’Neal attended less than 75 percent of board meetings since joining Papa John’s roughly one year ago. Based on his attendance record, the firm advised shareholders in a note last week to vote against O’Neal’s re-confirmation as a member of the board when Papa John’s convenes its annual meeting on April 23.
“A vote against Shaquille O'Neal is warranted for failing to attend at least 75 percent of his total board meetings held during the fiscal year under review without an acceptable reason for the absences,” ISS said in its report.
Papa John’s addressed O’Neal’s role at the company in a March 20 proxy statement, acknowledging that the four-time NBA champion was the only member of its board of directors to attend less than 75 percent of meetings. The company said his absences were “due to prior business and broadcasting commitments made prior to Mr. O’Neal’s appointment to the Board, which could not be rescheduled.”
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In its proxy statement, Papa John’s noted that O’Neal's scheduling conflicts were not expected to recur in fiscal 2020.
Papa John's defended O'Neal from criticism in a separate proxy statement on Monday and called on shareholders to re-elect him to the board. Chairman Jeff Smith noted the company was aware of O'Neal's scheduling conflicts before he joined the board, adding that he had attended all board meetings so far in 2020.
“Our top strategic priority for the Company is to develop a culture of leaders who believe in diversity, inclusion and winning,” Smith said in a letter to shareholders. “Mr. O’Neal is an important part of this effort. We are proud of our diverse Board, and believe our Board should be referenced as an example of success in culture and representation.”
O’Neal joined Papa John’s board of directors in March 2019. In addition to his role on the board, he invested in nine Papa John’s restaurants in the Atlanta area and signed an endorsement deal with the brand.
Papa John’s has sought to return to growth after a longtime public feud with company founder and former CEO John Schnatter contributed to a downturn in its business. Shares are down more than 20 percent so far this year.
This story has been updated.