Item 1.01 Entry into a Material Definitive Agreement

On January 6, 2009, Domino's Pizza, Inc. (the "Company") entered into an agreement (the "Agreement") with Blue Harbour Strategic Value Partners Master Fund, LP and Blue Harbour Institutional Partners Master Fund, L.P. (collectively with their affiliates, "Blue Harbour") that permits Blue Harbour to acquire, subject to the certain conditions and limitations, beneficial or other ownership of up to 19.95% (the "Threshold") of the Company's common stock without triggering the restrictions that would otherwise be imposed under Section 203 of the Delaware General Corporation Law (the "DGCL"). This is an increase in the allowable ownership percentage of Blue Harbour from the 15.00% ownership limit contained in Section 203 of the DGCL.

This limited waiver of the application of Section 203 of the DGCL to the acquisition of shares of the Company's common stock by Blue Harbour was approved by the Company's board of directors (the "Board") and will cease to apply to Blue Harbour if, without prior further approval of the Board, Blue Harbour exceeds the Threshold, commences a tender offer seeking to acquire shares of the Company's common stock in excess of the Threshold, or makes a formal motion to the Board or shareholder proposal relating to the composition or size of the Board (or any committee thereof).

The foregoing descriptions of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.1 Agreement dated January 6, 2009 between Domino's Pizza, Inc., Blue Harbour Strategic Value Partners Master Fund, LP and Blue Harbour Institutional Partners Master Fund, L.P.

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