NOODLES Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 13, 2017, the board of directors (the Board) of Noodles
Company (the Company) appointed Dave Boennighausen, 39, as the
permanent Chief Executive Officer (CEO) of the Company, effective
immediately. Also on June 13, 2017, Paul J.B. Murphy III, 62, was
appointed a Class III director, filling a vacancy on the Board, and
named as Executive Chairman of the Company. Mr. Murphys appointment
will take effect on July 10, 2017, and, concurrently, Robert
Hartnett will step down as non-executive Chairman of the Board but
remain a director of the Company. The Board also appointed Susan
Daggett, 56, Vice President of Finance at the Company, to be the
interim Chief Financial Officer (CFO), effective immediately, to
fill the vacancy created by Mr. Boennighausens appointment as
permanent CEO.
Company (the Company) appointed Dave Boennighausen, 39, as the
permanent Chief Executive Officer (CEO) of the Company, effective
immediately. Also on June 13, 2017, Paul J.B. Murphy III, 62, was
appointed a Class III director, filling a vacancy on the Board, and
named as Executive Chairman of the Company. Mr. Murphys appointment
will take effect on July 10, 2017, and, concurrently, Robert
Hartnett will step down as non-executive Chairman of the Board but
remain a director of the Company. The Board also appointed Susan
Daggett, 56, Vice President of Finance at the Company, to be the
interim Chief Financial Officer (CFO), effective immediately, to
fill the vacancy created by Mr. Boennighausens appointment as
permanent CEO.
Mr. Boennighausen served as the Companys CFO from July 2012 through
his appointment as CEO on June 13, 2017. He became a member of the
Board in August 2015 and will remain a director. Mr. Boennighausen
has held various roles at the Company, including Vice President of
Finance and Executive Vice President of Finance, since joining the
Company in 2004. He holds an MBA from the Stanford Graduate School
of Business and received a BS in Finance and Marketing from Truman
State University.
his appointment as CEO on June 13, 2017. He became a member of the
Board in August 2015 and will remain a director. Mr. Boennighausen
has held various roles at the Company, including Vice President of
Finance and Executive Vice President of Finance, since joining the
Company in 2004. He holds an MBA from the Stanford Graduate School
of Business and received a BS in Finance and Marketing from Truman
State University.
Mr. Murphy was appointed Del Taco Restaurants, Inc., Chief
Executive Officer in February 2009 and will step down from that
role in July 2017 before assuming his position as Executive
Chairman of the Company. From 1996 to 2008, Mr. Murphy held various
roles with Einstein Noah Restaurant Group, Inc., including serving
as its President and Chief Executive Officer beginning in 2003. Mr.
Murphy holds a Bachelors Degree in Religious Studies from
Washington Lee University.
Executive Officer in February 2009 and will step down from that
role in July 2017 before assuming his position as Executive
Chairman of the Company. From 1996 to 2008, Mr. Murphy held various
roles with Einstein Noah Restaurant Group, Inc., including serving
as its President and Chief Executive Officer beginning in 2003. Mr.
Murphy holds a Bachelors Degree in Religious Studies from
Washington Lee University.
On June 13, 2017, the Company entered into an employment agreement
with Mr. Murphy (the Murphy Agreement) effective July 10, 2017. to
the Murphy Agreement, Mr. Murphy will receive a base salary of
$550,000 per year and shall be eligible to receive an annual bonus
of 50 percent of base salary upon achieving certain targeted goals
that will be established by the Board. Additionally, Mr. Murphy is
entitled to the following equity awards to the Companys 2010 Stock
Incentive Plan: (i) nonqualified stock options to purchase 100,000
shares of the Companys Class A common stock, par value $0.01 per
share (the Common Stock), that vest in in four ratable installments
over four years subject to Mr. Murphys continued employment with
the Company through the applicable vesting date; (ii) time-vesting
restricted stock units with respect to 150,000 shares of Common
Stock that vest in four ratable installments, subject to Mr.
Murphys continued employment with the Company through the
applicable vesting date; and (iii) performance-vesting restricted
stock units with respect to 50,000 shares of Common Stock that vest
upon achievement of certain performance conditions.
with Mr. Murphy (the Murphy Agreement) effective July 10, 2017. to
the Murphy Agreement, Mr. Murphy will receive a base salary of
$550,000 per year and shall be eligible to receive an annual bonus
of 50 percent of base salary upon achieving certain targeted goals
that will be established by the Board. Additionally, Mr. Murphy is
entitled to the following equity awards to the Companys 2010 Stock
Incentive Plan: (i) nonqualified stock options to purchase 100,000
shares of the Companys Class A common stock, par value $0.01 per
share (the Common Stock), that vest in in four ratable installments
over four years subject to Mr. Murphys continued employment with
the Company through the applicable vesting date; (ii) time-vesting
restricted stock units with respect to 150,000 shares of Common
Stock that vest in four ratable installments, subject to Mr.
Murphys continued employment with the Company through the
applicable vesting date; and (iii) performance-vesting restricted
stock units with respect to 50,000 shares of Common Stock that vest
upon achievement of certain performance conditions.
Under the Murphy Agreement, Mr. Murphy is also eligible for group
insurance, retirement and vacation benefits that are available to
the Companys other executive employees and a payment to cover
certain relocation expenses. If Mr. Murphy’s employment is
terminated by the Company without cause (as defined in the Murphy
Agreement), he will be entitled to receive 12 months of continued
base salary and Company-paid COBRA health continuation coverage,
subject to his execution of a release of claims in favor of the
Company. In addition, the Murphy Agreement prohibits Mr. Murphy
from competing with the Company or soliciting its employees for
twelve months following his termination of employment.
insurance, retirement and vacation benefits that are available to
the Companys other executive employees and a payment to cover
certain relocation expenses. If Mr. Murphy’s employment is
terminated by the Company without cause (as defined in the Murphy
Agreement), he will be entitled to receive 12 months of continued
base salary and Company-paid COBRA health continuation coverage,
subject to his execution of a release of claims in favor of the
Company. In addition, the Murphy Agreement prohibits Mr. Murphy
from competing with the Company or soliciting its employees for
twelve months following his termination of employment.
Mr. Murphy and the Company will also enter into the Companys
standard form of directors indemnification agreement, to which the
Company agrees to indemnify its directors to the fullest extent
permitted by applicable law and subject to certain conditions to
advance expenses in connection with proceedings as described in the
indemnification agreement.
standard form of directors indemnification agreement, to which the
Company agrees to indemnify its directors to the fullest extent
permitted by applicable law and subject to certain conditions to
advance expenses in connection with proceedings as described in the
indemnification agreement.
Ms. Daggett has served as the Companys Vice President of Finance
since August 2016. She has extensive experience in the restaurant
industry having served as Executive Vice President of Smiling Moose
Franco, LLC, from March 2016 through July 2016, and President of
Smiling Moose Deli Franchise Company from November 2013 to March
2016. Ms. Daggett was Owner and President of Nuthatch Hill
Consulting, LLC, which focused on the retail and real estate
industries, from January 2005 to October 2013. In connection with
her appointment as interim CFO, the Company has provided Ms.
Daggett with a letter to which the Company agrees to pay Ms.
Daggett a nondiscretionary bonus of $8,333.00 a month, payable
monthly, for the duration of her tenure as interim CFO. The
nondiscretionary bonus Ms. Daggett will receive is in addition to
the base salary she receives from the Company, which will remain
unchanged.
since August 2016. She has extensive experience in the restaurant
industry having served as Executive Vice President of Smiling Moose
Franco, LLC, from March 2016 through July 2016, and President of
Smiling Moose Deli Franchise Company from November 2013 to March
2016. Ms. Daggett was Owner and President of Nuthatch Hill
Consulting, LLC, which focused on the retail and real estate
industries, from January 2005 to October 2013. In connection with
her appointment as interim CFO, the Company has provided Ms.
Daggett with a letter to which the Company agrees to pay Ms.
Daggett a nondiscretionary bonus of $8,333.00 a month, payable
monthly, for the duration of her tenure as interim CFO. The
nondiscretionary bonus Ms. Daggett will receive is in addition to
the base salary she receives from the Company, which will remain
unchanged.
The Company is commencing a search to consider both internal and
external candidates for a permanent replacement for the role of
CFO.
external candidates for a permanent replacement for the role of
CFO.
There are no family relationships between Mr. Boennighausen, Mr.
Murphy, or Ms. Daggett and any director or executive officer of the
Company, and they do not have any direct or indirect material
interest in any transaction required to be disclosed to Item 404(a)
of Regulation S-K.
Murphy, or Ms. Daggett and any director or executive officer of the
Company, and they do not have any direct or indirect material
interest in any transaction required to be disclosed to Item 404(a)
of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
The Companys press release announcing these changes is furnished as
Exhibit 99.1 to this Current Report on Form 8K.
Exhibit 99.1 to this Current Report on Form 8K.
The information furnished to Item 7.01 of this report, including
the Press Release, 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 liability of that
section, nor shall it be deemed incorporated by reference into any
other filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such a filing.
the Press Release, 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 liability of that
section, nor shall it be deemed incorporated by reference into any
other filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated as of June 14, 2017
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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.