Noodles & Co Reports Financials, Board Changes
Ticker: NDLS · Form: 8-K · Filed: Mar 7, 2024 · CIK: 1275158
Sentiment: neutral
Topics: financial-results, management-change, board-of-directors
Related Tickers: NDLS
TL;DR
NDLS filed an 8-K: board shakeup and financial updates. Keep an eye on strategy.
AI Summary
Noodles & Company (NDLS) filed an 8-K on March 7, 2024, reporting on its financial results and changes in its board of directors. The filing indicates a shift in leadership with the departure of certain officers and the election of new directors, alongside disclosures related to financial condition and operations.
Why It Matters
This filing signals potential strategic shifts and leadership changes within Noodles & Company, which could impact its future performance and direction.
Risk Assessment
Risk Level: medium — Changes in board composition and financial reporting can indicate underlying business challenges or strategic realignments that may affect future performance.
Key Players & Entities
- NOODLES & COMPANY (company) — Registrant
- 0001275158-24-000005 (filing_id) — Accession Number
- March 6, 2024 (date) — Earliest event reported
- March 7, 2024 (date) — Filing date
- 520 Zang Street, Suite D, Broomfield, CO 80021 (address) — Principal executive offices
FAQ
What specific financial results are being reported in this 8-K?
The 8-K filing indicates 'Results of Operations and Financial Condition' as an item, but the specific financial figures are not detailed within the provided text. A review of the full filing would be necessary to ascertain these details.
Who are the directors or officers that have departed or been elected?
The filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item, but the names of the individuals involved are not specified in the provided text.
What is the significance of the 'Regulation FD Disclosure' item?
Regulation FD (Fair Disclosure) ensures that material non-public information is disclosed to all investors simultaneously, suggesting that this filing may contain information previously shared with a select group or is being made public to comply with disclosure rules.
What is the Commission File Number for Noodles & Company?
The Commission File Number for Noodles & Company is 001-35987.
When was Noodles & Company incorporated or registered in its jurisdiction?
Noodles & Company is registered in Delaware, as indicated by the 'State or Other Jurisdiction of Incorporation' field.
Filing Stats: 1,556 words · 6 min read · ~5 pages · Grade level 10.7 · Accepted 2024-03-07 16:12:14
Key Financial Figures
- $800,000 — n will receive an annual base salary of $800,000 and is eligible to receive an annual bo
- $0 — f the Company's common stock, par value $0.01, of the Company (the "Common Stock")
- $500,000 — n Stock with a grant date fair value of $500,000, which units are scheduled to vest in t
- $1,000,000 — with a target grant date fair value of $1,000,000, which units are scheduled to vest upon
Filing Documents
- ndls-20240306.htm (8-K) — 45KB
- ex101drewmadsenemploymenta.htm (EX-10.1) — 113KB
- ex102drewmadsenoptiongrant.htm (EX-10.2) — 75KB
- ex103drewmadsenformofrsugr.htm (EX-10.3) — 70KB
- ex104drewmadsenpsuagreemen.htm (EX-10.4) — 69KB
- a2023q4ex991earningsrelease.htm (EX-99.1) — 338KB
- a2023q4ex992pressrelease.htm (EX-99.2) — 14KB
- noodleslogo05.jpg (GRAPHIC) — 2914KB
- noodleslogo05a.jpg (GRAPHIC) — 2914KB
- 0001275158-24-000005.txt ( ) — 8931KB
- ndls-20240306.xsd (EX-101.SCH) — 2KB
- ndls-20240306_lab.xml (EX-101.LAB) — 21KB
- ndls-20240306_pre.xml (EX-101.PRE) — 12KB
- ndls-20240306_htm.xml (XML) — 3KB
02. Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition. On March 7, 2024, Noodles & Company (the "Company") issued a press release disclosing earnings and other financial results for its fiscal quarter and fiscal year ended January 2, 2024, and that as previously announced, its management would review these results in a conference call at 4:30 p.m. (EST) on March 7, 2024. A copy of the Company's press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective March 6, 2024, the Board of Directors (the "Board") of the Company appointed Drew Madsen, 67, as t he Company's Chief Executive Officer. Mr. Madsen had served as the Company's interim Chief Executive Officer since November 2023. He has served as a member of the Board since September 2017 and will continue to serve as a member of the Board. In connection with his appointment as Chief Executive Officer, the Company entered into an employment agreement with Mr. Madsen, dated March 6, 2024 (the "Madsen Employment Agreement"), with an initial term of three years. Mr. Madsen will receive an annual base salary of $800,000 and is eligible to receive an annual bonus in an amount targeted at 100% of his base salary, subject to the achievement of performance conditions that will be established by
01. Regulation FD Disclosu re
Item 7.01. Regulation FD Disclosu re. On March 7, 2024, the Company issued a press release announcing the appointment of Mr. Madsen as Chief Executive Officer. A copy of the Company's press release is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Madsen Employment Agreement 10.2* Stock Option Agreement (Nonqualified Stock Options), dated March 6, 2024, between Noodles & Company and Drew Madsen 10.3* Restricted Stock Unit Agreement, dated March 6, 2024, between Noodles & Company and Drew Madsen 10.4* Performance Stock Unit Agreement, dated March 6, 2024, between Noodles & Company and Drew Madsen 99.1 Noodles & Company Press Release dated March 7 , 202 4 99.2 Noodles & Company Press Release dated March 7, 2024 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document. *Indicates management contract or compensatory plan or arrangement. 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/ MIKE HYNES Name: Mike Hynes Title: Chief Financial Officer DATED: March 7, 2024