UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 15, 2024
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | |||||||||||||||
| Incorporation) | Identification No.) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Registrant’s Telephone Number, Including Area Code: (720 ) 214-1900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
We held our annual meeting of stockholders (the “Annual Meeting”) on May 15, 2024. As of March 20, 2024, the record date for the Annual Meeting (the “Record Date”), we had 45,309,984 shares of Class A common stock outstanding and entitled to vote. There are currently no shares of Class B common stock outstanding. Holders of our Class A and Class B common stock are entitled to one vote for each share held as of the Record Date, with the exception that Class B common stock does not vote on the election or removal of directors.
At the Annual Meeting, shareholders voted in favor of the (1) re-election of the three Class II directors, Jeff Jones, Drew Madsen and Shawn Taylor, to our Board of Directors, (2) approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in our proxy statement, and (3) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024, and did not approve a stockholder proposal regarding greenhouse gas emissions disclosure. The final voting results were as follows:
(1) The following three individuals were re-elected as Class II directors, each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Jeff Jones | 29,919,987 | 2,449,209 | 5,234,540 | ||||||||
| Drew Madsen | 31,088,188 | 1,281,008 | 5,234,540 | ||||||||
| Shawn Taylor | 29,999,182 | 2,370,014 | 5,234,540 | ||||||||
(2) The compensation of our named executive officers, as disclosed in our proxy statement, was approved, on an advisory (non-binding) basis.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 31,385,276 | 832,833 | 151,087 | 5,234,540 | ||||||||
(3) The appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 was ratified.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 37,410,163 | 144,714 | 48,859 | — | ||||||||
(4) A stockholder proposal regarding greenhouse gas emissions disclosure was not approved, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 9,053,767 | 23,346,741 | 68,688 | 5,234,540 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Noodles & Company | ||||||||
| DATE: May 16, 2024 | By: | /s/ MIKE HYNES | ||||||
| Name: | Mike Hynes | |||||||
| Title: | Chief Financial Officer | |||||||