UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 26, 2013
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-35987 | 84-1303469 | ||
(State of other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
520 Zang Street, Suite D, Broomfield, CO 80021 | ||||
(Address of Principal Executive Offices) | ||||
Registrant’s telephone number, including area code: (720) 214-1900 | ||||
Not Applicable | ||||
(Former name or former address, if changed since last report) | ||||
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 (see General Instruction A.2 below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |
o | Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2013, the Board of Directors (the “Board”) of Noodles & Company (the “Company”), acting by unanimous written consent, elected Mr. Jeffrey W. Jones to act as a director of the Company to fill a vacancy created when the Board’s size was increased by one seat. Mr. Jones will serve as a Class II director, with a term ending at the Company’s 2015 annual meeting of stockholders.
Also on September 26, 2013, Mr. Andrew C. Taub tendered his resignation as Chairman of, and as a member of, the Audit Committee of the Board (the “Audit Committee”). On that date, the Board, acting by unanimous written consent, appointed Mr. Jones as a member of the Audit Committee and designated Mr. Jones as Chairman of the Audit Committee.
Mr. Jones was not party to any arrangements or understandings with any other person pursuant to which he was elected as a director.
Mr. Jones is expected to receive compensation for his service on the Board consistent with the Company’s director compensation program for non-employee directors, which will be adopted by the Board.
Mr. Jones does not have any family relationship with the Company’s executive officers or directors, nor has he engaged in any related party transaction with the Company that would be required to be disclosed pursuant to Item 404 of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Press Release Dated October 2, 2013 | |
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: | October 2, 2013 | By: | /s/ DAVE BOENNIGHAUSEN | |
Dave Boennighausen | ||||
Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit | |||
Number | Description | ||
99.1 | Press Release Dated October 2, 2013 | ||
Exhibit 99.1
Noodles & Company Elects Jeffrey W. Jones to Board of Directors
BROOMFIELD, CO - October 2, 2013 - Noodles & Company (NASDAQ: NDLS) today announced the election of Jeffrey W. Jones as an independent member to its board of directors. Mr. Jones was also appointed to chair the Audit Committee.
Mr. Jones, the former Chief Financial Officer for Vail Resorts, Inc., is currently a member of the US Bank Advisory Board as well as an Executive in Residence at the Leeds School of Business, University of Colorado at Boulder. Prior to joining Vail Resorts, Jones held CFO positions with Clark Retail Enterprises and Lids Corporation.
“We welcome Jeff to the Noodles & Company board and are pleased to have him join us,” said Kevin Reddy, Chairman and Chief Executive Officer, Noodles & Company. “He brings 29 years of valuable financial experience as a leader in the hospitality, retail and real estate industries as well as significant experience as both a management member and independent member of public company boards.”
About Noodles & Company
Founded in 1995, Noodles & Company is a fast-casual restaurant chain that serves classic noodle and pasta dishes from around the world. Known as Your World Kitchen, Noodles & Company’s globally inspired menu consists of more than 25 fresh, customizable noodle bowls, salads, soups and sandwiches that are prepared quickly using quality ingredients. From healthy to indulgent, spicy to comforting, the menu provides favorites for everyone from kids to adults. Popular dishes include the sweet and spicy Japanese Pan Noodles, zesty Pesto Cavatappi and creamy Wisconsin Mac & Cheese.
Contacts:
Investor Relations
investorrelations@noodles.com
Media
Erin Murphy
(720) 214-1900
press@noodles.com
Source: Noodles & Company