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NDLS Noodles & Company

Filed: 30 Apr 21, 8:47am

 
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): April 27, 2021
 
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware001-3598784-1303469
(State or Other Jurisdiction of(Commission File Number)(I.R.S. Employer
Incorporation)Identification No.)
520 Zang Street, Suite D 
Broomfield,CO80021
(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:
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stockNDLSNasdaq Global Select Market
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 April 27, 2021. As of March 2, 2021, the record date for the Annual Meeting (the “Record Date”), we had 45,357,796 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 three Class II directors, Jeffrey 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. 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 or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
NomineeVotes ForVotes WithheldBroker Non-Votes
Jeffrey Jones30,737,4812,016,8953,275,147
Drew Madsen30,578,1082,176,2683,275,147
Shawn Taylor30,716,7122,037,6643,275,147

(2) The compensation of our named executive officers, as disclosed in our proxy statement, was approved, on an advisory (non-binding) basis.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
31,802,599664,274287,5033,275,147

(3) The appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 28, 2021 was ratified.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
35,317,147223,072489,304





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: April 30, 2021By:/s/ CARL LUKACH
Name:Carl Lukach
Title:Chief Financial Officer