8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 4, 2016
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware | 001-35987 | 84-1303469 |
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer |
Incorporation) | | Identification No.) |
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| 520 Zang Street, Suite D, Broomfield, CO | 80021 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
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Registrant’s Telephone Number, Including Area Code: (720) 214-1900
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 March 4, 2016, the Board of Directors (the "Board") of Noodles & Company (the "Company") appointed Mr. Francois Dufresne as a Class II director on the Board to fill the vacancy created by Mr. Frenkiel’s resignation. On that date, the Board also appointed Mr. Dufresne as a member of the Nominating and Governance and Compensation Committees of the Board. Mr. Dufresne will serve as a Class II director, with a term ending at the Company’s 2018 annual meeting.
Mr. Dufresne was nominated to the Board by Argentia Private Investments Inc. ("Argentia") in accordance with its rights set forth in the Amended and Restated Stockholders Agreement, dated as of July 2, 2013, among the Company, Catterton-Noodles, LLC and Argentia (the "Stockholders Agreement"). Mr. Dufresne is an employee of the Public Sector Pension Investment Board, the parent company of Argentia. Mr. Dufresne has not engaged in any related party transaction with the Company that requires disclosure pursuant to Item 404 of Regulation S-K. Mr. Dufresne is entitled to a fee, payable to Argentia, for his service on the Board and any committees of the Board pursuant to Argentia’s rights under the Stockholders Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | Description |
99.1 | Press Release dated March 7, 2016 |
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.
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| | Noodles & Company |
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| By: | /s/ DAVE BOENNIGHAUSEN |
| Name: | Dave Boennighausen |
| Title: | Chief Financial Officer |
DATED: March 7, 2016
Exhibit Index
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Exhibit No. | Description |
99.1 | Press Release dated March 7, 2016 |
Exhibit
François Dufresne Appointed to Noodles & Company Board of Directors
BROOMFIELD, Colo., March 7, 2016 (GLOBE NEWSWIRE) - Noodles & Company (NASDAQ: NDLS) today announced the appointment of François Dufresne, Senior Director at the Public Sector Pension Investment Board ("PSP Investments"), to its Board of Directors effective March 4, 2016. Mr. Dufresne replaced Stuart Frenkiel.
"We are delighted to have François join the Noodles’ Board," said Kevin Reddy, Chairman and Chief Executive Officer of Noodles & Company. "François is a highly respected executive with a wealth of financial, corporate and strategic development experience. We look forward to benefiting from his contributions to the Company."
Mr. Dufresne joined PSPIB as a Senior Director, Private Equity in January 2016. From August 2013 to March 2015, he was Vice President, Corporate Development and Chief Financial Officer at Ovivo Inc., a Montréal-based company listed on the TSE that designs and delivers conventional to highly technological water treatment solutions for industrial and municipal markets around the world. From 2002 to June 2013, Mr. Dufresne was a Partner at Ernst & Young LLP in Canada. From 1997 to 2002, he was Vice President, Corporate Development at Telesystem International Wireless Inc., a Montréal-based company listed on the NASDAQ stock exchange and on the Toronto Stock Exchange "the TSE" that operated wireless voice and data networks in several markets outside of North America, including Brazil, the Czech Republic and Romania. Prior to that, Mr. Dufresne spent 11 years at Arthur Andersen in Canada, the last four years as a Partner. He holds a law degree (LL.B., 1982) from Université Laval and a master’s degree in taxation (M.Fisc., 1987) from Université de Sherbrooke.
Mr. Reddy added, "We would also like to thank Stuart Frenkiel for his significant contributions and dedication to the Company over the past years and are thrilled with PSP Investments’ continued relationship as an investor and supporter of Noodles & Company."
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 with 492 locations system-wide in 35 states, the District of Columbia and one Canadian province as of December 29, 2015. 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.