Business Context and Reporting Period
This Form 8-K is a current report filed by Noodles & Company on March 24, 2026. The filing addresses corporate governance changes regarding the Board of Directors ahead of the 2026 Annual Meeting of Stockholders.
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 and governance matters.
Material Changes
- Director Departures: Robert Hartnett and Mary Egan (Class I directors) notified the Board of their decision not to stand for re-election at the 2026 Annual Meeting.
- Reason for Departure: The departures are voluntary and not the result of any disagreement with management or the Board regarding operations, policies, or practices.
- Board Size Reduction: The Board voted to decrease its size from nine members to seven members effective at the Annual Meeting to better align with the Company's current size and complexity.
- Director Rebalancing: Mr. Lynch was nominated as a Class I director and agreed to resign as a Class III member to rebalance the three classes of the Board.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of material risks and contingencies. Management expressed gratitude to the departing directors for their service.
Key Facts for Investor Verification
- Confirm the exact date of the 2026 Annual Meeting of Stockholders.
- Verify the final composition of the Board of Directors following the Annual Meeting.
- Review the Company's proxy statement for details on the election of Mr. Lynch and the reduction in Board size.