Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Noodles & Company on May 14, 2025. The record date for the meeting was March 19, 2025, with 45,903,948 shares of Class A common stock outstanding and entitled to vote. No Class B common stock was outstanding.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
Shareholders voted on five proposals at the Annual Meeting. The results were as follows:
- Director Re-election: Shareholders approved the re-election of three Class III directors: Thomas Lynch, Elisa Schreiber, and Britain Peakes.
- Executive Compensation: Shareholders approved, on an advisory basis, the compensation of named executive officers.
- Compensation Vote Frequency: Shareholders approved holding future advisory votes on executive compensation on a one-year frequency.
- Auditor Ratification: Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 30, 2025.
- Stockholder Proposal: A stockholder proposal regarding simple majority voting requirements was not approved.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Important Facts for Investors to Verify
- Re-election of the Class III directors was successful with significant support.
- The stockholder proposal for simple majority voting requirements failed, with over 19 million votes cast against it.
- Ernst & Young LLP was ratified as the independent auditor for the fiscal year ending December 30, 2025.
- Shareholders voted for annual advisory votes on executive compensation.