Noodles & Company Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Noodles & Company will hold its 2024 Annual Meeting of Stockholders on May 15, 2024, to elect directors, vote on executive compensation, and ratify auditor appointments.</b>

AI Summary

NOODLES & Co (NDLS) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. The 2024 Annual Meeting of Stockholders for Noodles & Company will be held on May 15, 2024, at 1:00 p.m. local time. The meeting will take place at the company's offices located at 520 Zang Street, Suite D, Broomfield, Colorado. Key agenda items include the election of three Class II directors, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as the independent registered public accounting firm. Stockholders are encouraged to vote via the Internet, telephone, or by returning a proxy card. The proxy statement provides detailed information on the matters to be acted upon at the meeting.

Why It Matters

For investors and stakeholders tracking NOODLES & Co, this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating it contains important information for shareholders regarding the upcoming annual meeting and voting procedures. The meeting agenda includes critical corporate governance matters such as director elections and executive compensation, which directly impact shareholder value and company direction.

Risk Assessment

Risk Level: low — NOODLES & Co shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts, indicating low immediate risk.

Analyst Insight

Shareholders should review the proxy materials to understand director nominees, executive compensation details, and auditor ratification before casting their votes.

Key Numbers

• May 15, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders date.)
• 1:00 p.m. — Annual Meeting Time (2024 Annual Meeting of Stockholders time.)
• 3 — Directors to be Elected (Number of Class II directors to be elected.)

Key Players & Entities

• Noodles & Company (company) — Registrant and filer of the proxy statement.
• May 15, 2024 (date) — Date of the 2024 Annual Meeting of Stockholders.
• Drew Madsen (person) — Chief Executive Officer of Noodles & Company.
• Ernst & Young LLP (company) — Proposed independent registered public accounting firm.
• 520 Zang Street, Suite D, Broomfield, Colorado (location) — Location of the company's offices and the annual meeting.

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: This document is a definitive proxy statement (DEF 14A) filed with the SEC, outlining matters for shareholder vote at the annual meeting.

Industry Context

Noodles & Company operates in the restaurant industry, specifically focusing on fast-casual noodle-based dishes. Annual meetings are standard for publicly traded companies to address corporate governance and shareholder matters.

Regulatory Implications

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Analyze the advisory vote on executive compensation for named executive officers.
3. Confirm the ratification of Ernst & Young LLP as the independent auditor.

Key Dates

• 2024-05-15: 2024 Annual Meeting of Stockholders — Shareholders will vote on director elections, executive compensation, and auditor ratification.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, following the typical structure for such corporate events.

Key Financial Figures

• $8 billion — Memorial Hermann Healthcare System, an $8 billion healthcare system, in Houston, Texas, a

Filing Documents

• a2024def14a.htm (DEF 14A) — 938KB
• a2023_noodlesltrpxy001a.jpg (GRAPHIC) — 144KB
• a2023_noodlesltrpxy002a.jpg (GRAPHIC) — 161KB
• aveotherneo2023trgtpaymixa.jpg (GRAPHIC) — 20KB
• ceo2023trgtpaymixa.jpg (GRAPHIC) — 19KB
• drewmadsensignature.jpg (GRAPHIC) — 13KB
• imagea.jpg (GRAPHIC) — 7KB
• melheidmansignaturea.jpg (GRAPHIC) — 8KB
• noodlesandcompanylogopa.jpg (GRAPHIC) — 2914KB
• proposal4_image1a.jpg (GRAPHIC) — 9KB
• proposal4_image2a.jpg (GRAPHIC) — 9KB
• 0001275158-24-000030.txt (&nbsp;) — 5466KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 21 D elinquent Section 1 6(a) Reports 24 Executive Officers 25 Compensation Discussion and Analysis 27 Compensation Committee Report 38

Executive Compensation

Executive Compensation 39 Director Compensation 49 Transactions with Related Persons 51 Report of the Audit Committee 52 Stockholder Proposals 53 Directors' Attendance at Annual Stockholder Meetings 53 Stockholder Communications 53 Other Business 53 Where You Can Find More Information 54 NOODLES COMPANY 520 ZANG STREET, SUITE D, BROOMFIELD, COLORADO 80021 PROXY STATEMENT March 28, 2024 THE MEETING The accompanying proxy is solicited on behalf of the Board of Directors (the "Board of Directors" or the "Board") of Noodles Company, a Delaware corporation (the "Company"), for use at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held at the offices of the Company at 520 Zang Street, Suite D, Broomfield, Colorado, on May 15, 2024, at 100 p.m. local time. The Notice, the Proxy Statement, the form of proxy and the Annual Report were first made available to stockholders on or about March 28, 2024. Ele ctronic copies of this Proxy Statement, form of proxy and Annual Report are available at httpsinvestor.noodles.comannuals-and-proxies and www.proxypush.comNDLS . Voting Rights, Quorum and Required Vote Only holders of record of our Class A and Class B common stock ("common stock") at the close of business on March 20, 2024, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on March 20, 2024, 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 and none were outstanding on the record date. Each share of Class A and Class B common stock is entitled to one vote per share on each item. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of busines

View Full Filing

View this DEF 14A filing on SEC EDGAR