Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Noodles & Company on May 15, 2024. As of the record date of March 20, 2024, the company had 45,309,984 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 metrics, as this report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
Shareholders voted on four matters at the Annual Meeting:
- Director Re-election: Shareholders approved the re-election of three Class II directors: Jeff Jones, Drew Madsen, and Shawn Taylor.
- Executive Compensation: The advisory proposal to approve the compensation of named executive officers was approved.
- Accounting Firm Ratification: Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024.
- Stockholder Proposal: A proposal regarding greenhouse gas emissions disclosure was not approved.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on operations, or specific risk factors beyond the outcome of the shareholder proposal.
Key Facts for Investor Verification
- Re-election of Jeff Jones received 29,919,987 votes for, with 2,449,209 votes withheld.
- Re-election of Drew Madsen received 31,088,188 votes for, with 1,281,008 votes withheld.
- Re-election of Shawn Taylor received 29,999,182 votes for, with 2,370,014 votes withheld.
- The executive compensation advisory vote passed with 31,385,276 votes for and 832,833 votes against.
- The greenhouse gas emissions disclosure proposal failed with 9,053,767 votes for and 23,346,741 votes against.
- Ernst & Young LLP was ratified as the auditor with 37,410,163 votes for and 144,714 votes against.