Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Noodles & Company on May 13, 2026. As of the record date (March 18, 2026), the company had 5,888,223 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 results.
Material Changes and Voting Results
Shareholders voted on three primary matters at the Annual Meeting:
- Director Elections: Joseph Christina and Thomas Lynch were elected as Class I directors. Mr. Lynch resigned as a Class III director solely to facilitate his election as a Class I director to rebalance the Board's classified structure; he continued to serve without interruption.
- Executive Compensation: Shareholders approved, on an advisory basis, the compensation of named executive officers.
- Auditor Ratification: Shareholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the year ending December 29, 2026.
| Proposal | Votes For | Votes Against/Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Joseph Christina | 3,141,179 | 4,805 (Withheld) | N/A | 803,375 |
| Election of Thomas Lynch | 3,087,706 | 58,278 (Withheld) | N/A | 803,375 |
| Executive Compensation (Say-on-Pay) | 3,126,675 | 17,294 | 2,015 | 803,375 |
| Ratification of Grant Thornton LLP | 3,945,746 | 3,004 | 609 | 0 |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Confirm the total number of shares outstanding and the record date for future voting rights.
- Verify the tenure and classification of the newly elected directors (Class I, 3-year term).
- Review the full proxy statement for details on the executive compensation package that received advisory approval.
- Check subsequent filings for the company's financial performance for the fiscal year ending December 29, 2026, as this 8-K contains no financial data.