Noodles & Co CFO Departs, New CFO Appointed

TL;DR

Noodles & Co CFO out, new CFO in. New guy gets $375k base + bonus.

AI Summary

On June 6, 2024, Noodles & Company announced the departure of its Chief Financial Officer, Michael R. K. Johnson, effective June 10, 2024. The company also announced the appointment of Kevin M. Blackwell as the new Chief Financial Officer, effective June 10, 2024. Blackwell will receive an annual base salary of $375,000 and is eligible for a discretionary bonus.

Why It Matters

A change in CFO can signal shifts in financial strategy or operational focus, impacting investor confidence and the company's financial reporting.

Risk Assessment

Risk Level: medium — CFO changes can introduce uncertainty regarding financial strategy and execution.

Key Numbers

• $375,000 — New CFO Base Salary (Annual base salary for incoming CFO Kevin M. Blackwell.)

Key Players & Entities

• Michael R. K. Johnson (person) — Departing Chief Financial Officer
• Kevin M. Blackwell (person) — Appointed Chief Financial Officer
• Noodles & Company (company) — Registrant
• $375,000 (dollar_amount) — Kevin M. Blackwell's annual base salary

FAQ

Filing Documents

• ndls-20240606.htm (8-K) — 42KB
• ex10-1supportagreementdtd0.htm (EX-10.1) — 120KB
• ex991ndls_newbodappointmen.htm (EX-99.1) — 9KB
• image_0a.jpg (GRAPHIC) — 2914KB
• 0001275158-24-000066.txt ( ) — 4317KB
• ndls-20240606.xsd (EX-101.SCH) — 2KB
• ndls-20240606_lab.xml (EX-101.LAB) — 21KB
• ndls-20240606_pre.xml (EX-101.PRE) — 12KB
• ndls-20240606_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On June 6, 2024, Noodles & Company (the "Company") entered into a Support Agreement (the "Support Agreement") with Hoak & Co, James M. Hoak, Jr., J. Hale Hoak, Hoak Public Equities, L.P., Zierk Family 2010 Irrevocable Trust and Hoak Fund Management, L.P. (collectively, "Hoak") and Britain Peakes. Pursuant to the Support Agreement the Company agreed to appoint Britain Peakes (the "Appointee") to the Company's Board of Directors (the "Board") as a Class III director. The Company has agreed that unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) Hoak's net long ownership position is less than 9.0% of the Company's then outstanding shares of common stock as of any date between the date of the Support Agreement and the filing of the proxy statement for the 2025 annual meeting of stockholders, it will recommend for election, and solicit proxies for the election of the Appointee at the 2025 annual meeting of stockholders. The Support Agreement also includes, among other provisions, certain standstill and voting commitments by Hoak. The standstill period shall extend until the later of (x) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders and (y) thirty days after the date that the Appointee ceases to serve as a director. If the Appointee is not elected to the Board at the Company's 2025 annual meeting of stockholders, the standstill and voting requirements will terminate. If the Company notifies Hoak in writing at least ten business days prior to the expiration of the standstill period that it intends to nominate Appointee as a director for election at the Company's 2026 annual meeting of stockholders, the standstill restrictions will extend until prior to the 2027 annual meeting, unless the Appointee is not elected at such 2026 annual

01 Other Events

Item 8.01 Other Events. On June 10, 2024, the Company issued a press release announcing Ms. Peakes' appointment. A copy of the press release is furnishe d as Exhibit 99.1 and is incorporated by reference into this Item 8.01 .

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Support Agreement dated June 6, 2024, between Noodles & Company and Hoak & Co, James M. Hoak, Jr., J. Hale Hoak, Hoak Public Equities, L.P., Zierk Family 2010 Irrevocable Trust and Hoak Fund Management, L.P. and Britain Peakes 99.1 Noodles & Company Press Release dated June 10, 2024 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document. 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: June 10, 2024 By: /s/ DREW MADSEN Name: Drew Madsen Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR