Business Context and Reporting Period
This Form 8-K is a current report filed by Noodles & Company on September 26, 2013. The filing primarily addresses corporate governance changes, specifically the election of a new director and the resignation of the former Chairman of the Audit Committee.
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 personnel changes and does not contain financial performance data.
Material Changes
- Board Expansion: The Board of Directors increased its size by one seat.
- Director Election: Mr. Jeffrey W. Jones was elected as a Class II director to fill the new vacancy. His term ends at the 2015 annual meeting of stockholders.
- Committee Resignation: Mr. Andrew C. Taub resigned as Chairman of, and a member of, the Audit Committee.
- Committee Appointment: Mr. Jeffrey W. Jones was appointed as a member of the Audit Committee and designated as its new Chairman.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary regarding business operations. Regarding risks and contingencies, the text confirms that Mr. Jones has no family relationships with executive officers and has not engaged in related party transactions requiring disclosure. His compensation will align with the Company's program for non-employee directors once adopted.
Key Facts for Investor Verification
- Verify the effective date of Mr. Jeffrey W. Jones' service on the Board and Audit Committee (September 26, 2013).
- Confirm the adoption of the director compensation program for non-employee directors to determine Mr. Jones' specific remuneration.
- Review the attached Press Release (Exhibit 99.1) dated October 2, 2013, for any additional context regarding these governance changes.