Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Noodles & Company on April 27, 2021. The record date for the meeting was March 2, 2021, with 45,357,796 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: Three Class II directors were re-elected for three-year terms.
- Jeffrey Jones: 30,737,481 votes for; 2,016,895 withheld.
- Drew Madsen: 30,578,108 votes for; 2,176,268 withheld.
- Shawn Taylor: 30,716,712 votes for; 2,037,664 withheld.
- Executive Compensation: The advisory vote on named executive officer compensation was approved.
- Votes For: 31,802,599
- Votes Against: 664,274
- Abstentions: 287,503
- Auditor Ratification: The appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 28, 2021, was ratified.
- Votes For: 35,317,147
- Votes Against: 223,072
- Abstentions: 489,304
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the disclosure of voting outcomes.
Key Facts for Investor Verification
- Verify the total number of shares outstanding (45,357,796) against the company's most recent 10-K or 10-Q filings.
- Confirm the tenure and background of the re-elected directors (Jones, Madsen, Taylor) via the company's proxy statement.
- Review the specific executive compensation details referenced in the proxy statement to understand the basis for the advisory vote.
- Note that 3,275,147 broker non-votes were recorded for all three proposals, indicating shares held by brokers where no voting instruction was received.