LOUISVILLE, Ky. -- A proxy statement filed by Papa John's International Inc. with the U.S. Securities and Exchange Commission reported the pizza company is shuffling its board of directors to comply with new regulations.

According to the Associated Press, the Sarbanes-Oxley Act, a corporate-reform law enacted in 2002, requires a majority of directors on the boards of the nation's publicly held companies be made up of independent directors by 2004.

Two new directors the company is nominating are Olivia F. Kirtley and Norborne P. Cole Jr.

If the pair are elected, current director Charles Schnatter will resign following the 2003 annual meeting, and three other directors, Jack A. Laughery, Michael W. Pierce and Richard F. Sherman, also have agreed to resign at the company's request. O. Wayne Gaunce, whose term as a director expires at the 2003 annual meeting, is retiring from the board.

According to the SEC filing, Kirtley is a Certified Public Accountant and business consultant. She is a past chairman of the American Institute of Certified Public Accountants (AICPA) and currently serves as chairman of that group's Board of Examiners. She has held key management positions at Vermont American Corporation, a global manufacturer and marketer of power tool accessories, including vice-president of finance and chief financial officer, treasurer and director of tax. Kirtley also serves on the boards Alderwoods Group, Inc., Lancer Corporation and ResCare, Inc.

Cole is a consultant for Silver Eagle Distributors, L.P. of Houston, Texas, and serves on its board of directors. Cole spent 32 years with the Coca-Cola Company, most recently serving as managing director and chief executive officer of Coca-Cola Amatil in Sydney, Australia. He previously served as president and chief executive officer of Coca-Cola Bottling S.A. in Paris. Cole also serves on the board of directors of Lancer Corporation and on the board of the San Antonio Zoo.

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