Noodles & Co Stockholders Elect Directors, Ratify Auditors
Ticker: NDLS · Form: 8-K · Filed: May 16, 2024 · CIK: 1275158
Sentiment: neutral
Topics: annual-meeting, corporate-governance, stockholder-vote
Related Tickers: NDLS
TL;DR
Noodles & Co shareholders re-elected the board and approved executive pay. All good.
AI Summary
On May 15, 2024, Noodles & Company filed an 8-K to report the results of its annual meeting of stockholders. The company announced that its stockholders voted to elect all nominated directors, ratify the appointment of its independent registered public accounting firm, and approve an advisory resolution on executive compensation.
Why It Matters
The outcome of the annual meeting confirms shareholder confidence in the current board and financial oversight, which is a positive signal for the company's stability and future direction.
Risk Assessment
Risk Level: low — This filing is routine and reports on standard corporate governance matters from an annual meeting, indicating no new or unusual risks.
Key Players & Entities
- Noodles & Company (company) — Registrant
- May 15, 2024 (date) — Date of earliest event reported
FAQ
What were the key outcomes of the Noodles & Company annual meeting of stockholders on May 15, 2024?
The stockholders voted to elect all nominated directors, ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm, and approve an advisory resolution on executive compensation.
Who was elected as directors at the annual meeting?
The filing indicates that all nominated directors were elected, though their specific names are not listed in this 8-K summary.
Was the company's independent auditor ratified by the stockholders?
Yes, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
How did stockholders vote on the advisory resolution regarding executive compensation?
The stockholders approved an advisory resolution on the compensation of the company's named executive officers.
What is the principal executive office address for Noodles & Company?
The principal executive offices are located at 520 Zang Street, Suite D, Broomfield, CO 80021.
Filing Stats: 690 words · 3 min read · ~2 pages · Grade level 13.5 · Accepted 2024-05-16 16:11:06
Filing Documents
- ndls-20240515.htm (8-K) — 42KB
- 0001275158-24-000043.txt ( ) — 163KB
- ndls-20240515.xsd (EX-101.SCH) — 2KB
- ndls-20240515_lab.xml (EX-101.LAB) — 21KB
- ndls-20240515_pre.xml (EX-101.PRE) — 12KB
- ndls-20240515_htm.xml (XML) — 3KB
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. We held our annual meeting of stockholders (the "Annual Meeting") on May 15, 2024. As of March 20, 2024, the record date for the Annual Meeting (the "Record Date"), we had 45,309,984 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 the three Class II directors, Jeff 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 for the year ending December 31, 2024, and did not approve a stockholder proposal regarding greenhouse gas emissions disclosure. 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 successor has been elected and qualified, or until his earlier death, resignation or removal. Nominee Votes For Votes Withheld Broker Non-Votes Jeff Jones 29,919,987 2,449,209 5,234,540 Drew Madsen 31,088,188 1,281,008 5,234,540 Shawn Taylor 29,999,182 2,370,014 5,234,540 (2) The compensation of our named executive officers, as disclosed in our proxy statement, was approved, on an advisory (non-binding) basis. Votes For Votes Against Abstentions Broker Non-Votes 31,385,276 832,833 151,087 5,234,540 (3) The appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 was ratified. Votes For Votes