Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Noodles & Company on May 16, 2023. As of the record date (March 22, 2023), the company had 46,341,533 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. This report focuses exclusively on corporate governance and voting outcomes rather than financial performance.
Material Changes and Voting Results
Shareholders voted on four key matters at the Annual Meeting. All proposals were approved by the voting shareholders:
- Director Re-election: Mary Egan and Robert Hartnett were re-elected as Class I directors. Mary Egan received 30,002,384 votes for, while Robert Hartnett received 32,027,721 votes for.
- Executive Compensation: The advisory vote on named executive officer compensation was approved with 33,379,727 votes for and 4,166,228 votes against.
- Stock Incentive Plan: The Noodles & Company 2023 Stock Incentive Plan was approved with 33,287,181 votes for and 4,273,371 votes against.
- Auditor Ratification: The appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending January 2, 2024, was ratified with 41,508,964 votes for and 353,648 votes against.
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 results.
Important Facts for Investors to Verify
- Confirmation that the 2023 Stock Incentive Plan is now active and available for future grants.
- Verification of the new three-year terms for directors Mary Egan and Robert Hartnett.
- Confirmation that Ernst & Young LLP will serve as the auditor for the fiscal year ending January 2, 2024.
- Review of the proxy statement for detailed executive compensation data referenced in the advisory vote.