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): June 23, 2014
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 June 23, 2014, Stuart Frenkiel tendered his resignation as a member of the Audit Committee of the Board of Directors (the "Board") of Noodles & Company (the "Company"), and James Pittman tendered his resignation as a Class I director of the Company and as a member of the Compensation Committee of the Board (the "Compensation Committee").
To fill the vacancies of the Board, the Audit Committee of the Board, and the Compensation Committee created by the above-described resignations, on June 24, 2014, the Board, acting by unanimous written consent, (i) elected Johanna Murphy as a Class I director of the Company and appointed her to serve as a member of the Audit Committee of the Board, and (ii) appointed Mr. Frenkiel to serve as a member of the Compensation Committee.
Ms. Murphy was not party to any arrangements or understandings with any other person pursuant to which she was elected as a director.
Ms. Murphy will receive compensation for her service on the Board under the Company’s director compensation program for non-employee directors.
Ms. Murphy does not have any family relationship with the Company’s executive officers or directors, nor has she 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 June 26, 2014 | |
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 | ||
By: | /s/ Paul A. Strasen | |
Name: | Paul A. Strasen | |
Title: | Executive Vice President and General Counsel | |
DATED: June 26, 2014
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Noodles & Company Press Release dated June 26, 2014 | |
Exhibit 99.1
Media Inquiries:
Erin Murphy
Noodles & Company
press@noodles.com
Johanna Murphy Elected to Noodles & Company Board of Directors
Broomfield, CO (June 26 2014) - Noodles & Company (NASDAQ: NDLS) today announced the election of Johanna Murphy as an independent member of its board of directors and a member of its Audit Committee. Ms. Murphy brings a wealth of experience in developing marketing and digital strategies for numerous global consumer brands, including Ivanka Trump and Kate Spade.
“We are pleased to welcome Johanna Murphy to our board of directors and believe that her experience in driving brand strategy will be invaluable as we continue to grow Noodles & Company across the country,” said Kevin Reddy, Chairman and Chief Executive Officer of Noodles & Company. “Johanna is an ideal addition to our board and we look forward to benefiting from her experience in digital, social and brand marketing as the communications landscape with our guests continues to move in this direction.”
Ms. Murphy currently serves as Chief Marketing Officer and Director of Digital for Ivanka Trump, one of the fastest growing fashion apparel and accessories brands in the retail industry, where she has been charged with developing brand strategy and creating a dynamic retail experience through traditional and innovative digital marketing techniques. Prior to joining Ivanka Trump, Ms. Murphy served as Vice President of eCommerce at Kate Spade & Company, where she was instrumental in increasing sales by elevating the customer experience and service while exploring new customer acquisition tactics through cutting edge digital strategies for kate spade new york, Kate Spade Saturday and Jack Spade. Ms. Murphy previously held several leadership roles at GSI Commerce (now eBay Enterprise), including as its Vice President of eCommerce, where she led the fashion and luxury practice and served clients such as Burberry, Calvin Klein, Donna Karan, Betsey Johnson and Tumi. In 2013, Brand Innovators recognized her as one of the Top 50 Women in Brand Marketing.
Noodles & Company’s board of directors elected Ms. Murphy to fill a vacancy on the board created by James Pittman’s resignation. Mr. Pittman had served on Noodles & Company’s board of directors as a designee of Argentia Private Investments Inc., which is owned by the Public Sector Pension Investment Board, since December 2010. Mr. Reddy added: “We would like to sincerely thank Jim Pittman for his significant contributions to Noodles & Company. Over the last three years his experience has proved to be a valuable asset to our Company in helping us lay the strategic groundwork for growth and success."
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 Med Salad with grilled chicken, spicy Indonesian Peanut Sauté and creamy Wisconsin Mac & Cheese.