NOODLES & COMPANY (NASDAQ:NDLS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
on May 11, 2017. As of March 13, 2017, the record date for the
Annual Meeting (the Record Date), we had 27,872,925 shares of
common stock outstanding and entitled to vote, of which
26,350,827 were Class A common stock and 1,522,098 were Class B
common stock. 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. On the Record Date, there were
also 18,500 shares of Series A convertible preferred stock (the
Preferred Stock) outstanding, which shares were convertible into
4,252,873 shares of Class A common stock. The outstanding shares
of Preferred Stock were entitled to vote on an as-converted basis
with the holders of our Class A common stock on the matters
submitted to a vote of holders of our common stock. On April 12,
2017, the 18,500 shares of outstanding Preferred Stock were
converted into 4,252,873 shares of Class A common stock.
election of two directors, Thomas Lynch and Robert Hartnett, to
our Board of Directors, voted in favor of the ratification of the
appointment of Ernst Young LLP as our independent registered
public accounting firm and approved the material terms of the
performance goals to Section 162(m) of the Internal Revenue Code
of 1986, as amended (the Code), to be used for purposes of our
Amended and Restated 2010 Stock Incentive Plan and our annual
bonus incentive arrangements. The final voting results were as
follows:
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
|
|||
|
Thomas Lynch
|
24,766,066
|
333,462
|
4,220,826
|
|||
|
Robert Hartnett
|
25,006,165
|
93,363
|
4,220,826
|
|||
registered public accounting firm for the year ending January 2,
2018 was ratified.
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
30,665,433
|
103,346
|
73,673
|
of the Code to be used for purposes of our Amended and Restated
2010 Stock Incentive Plan were approved.
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
24,998,136
|
1,610,623
|
12,867
|
4,220,826
|
of the Code to be used for purposes of our annual incentive bonus
arrangements were approved.
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
25,359,413
|
1,246,747
|
15,466
|
4,220,826
|
About NOODLES & COMPANY (NASDAQ:NDLS)
Noodles & Company develops and operates fast casual restaurants. The Company’s menu includes a range of cooked-to-order dishes, including noodles and pasta, soups, salads, sandwiches and appetizers. The Company has approximately 490 restaurants, including 420 Company-owned and 70 franchised locations, across 40 states, the District of Columbia and one Canadian province. The Company offers over 30 globally inspired Asian, Mediterranean and American dishes together on a single menu. The Company offers approximately 10 fresh vegetables and six proteins, including marinated steak, naturally raised pork, chicken, meatballs, shrimp and organic tofu. The Company offers Kids Meals, which includes sides, such as broccoli, carrots, fruit, applesauce and a portion of its housemade rice crispy treat. The Company’s restaurants’ locations include Arizona, California, Colorado, Delaware, New York, North Dakota, Ohio, Texas, Utah, Virginia, Washington and Wisconsin. NOODLES & COMPANY (NASDAQ:NDLS) Recent Trading Information
NOODLES & COMPANY (NASDAQ:NDLS) closed its last trading session down -0.32 at 5.18 with 323,436 shares trading hands.