Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Noodles & Company on May 10, 2022. The record date for the meeting was March 16, 2022, with 45,705,041 shares of Class A common stock outstanding and entitled to vote. No Class B common stock was outstanding at the time.
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 rather than financial performance.
Material Changes and Voting Results
Shareholders voted on three primary matters at the Annual Meeting:
- Director Re-election: Shareholders re-elected two Class III directors, Dave Boennighausen and Elisa Schreiber.
- Dave Boennighausen: 37,463,664 votes for, 1,756,967 withheld, 3,414,654 broker non-votes.
- Elisa Schreiber: 37,370,776 votes for, 1,849,855 withheld, 3,414,654 broker non-votes.
- Executive Compensation: The advisory vote on named executive officer compensation was approved.
- Votes For: 35,409,325
- Votes Against: 3,692,910
- Abstentions: 118,396
- Broker Non-Votes: 3,414,654
- Auditor Ratification: The appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending January 3, 2023, was ratified.
- Votes For: 42,193,568
- Votes Against: 359,746
- Abstentions: 81,971
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Confirmation of the re-election of directors Dave Boennighausen and Elisa Schreiber.
- Verification of the advisory approval of executive compensation, noting approximately 9.5% of votes cast were against the proposal.
- Confirmation that Ernst & Young LLP remains the independent auditor for the fiscal year ending January 3, 2023.
- Review of the proxy statement for detailed executive compensation disclosures referenced in the filing.