Potbelly Corporation (NASDAQ:PBPB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Potbelly Corporation (NASDAQ:PBPB) Files An 8-K Departure of Directors or Certain Officers; 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

(e) At the Potbelly Corporation ( the “Company”) annual meeting of shareholders held on May24, 2018, the Company’s shareholders approved the Amended and Restated Potbelly Corporation 2013 Long-Term Incentive Plan (“LTIP”), to, among other things, increase the number of shares available for issuance under the LTIP to a total number of 3,500,000. to the LTIP, the Company may grant awards to any officer, director, employee, consultant, independent contractor or agent of the Company and/or a related company, and persons who are expected to become an officer, director, employee, consultant, independent contractor or agent of the Company or a related company.

A more complete description of the LTIP is contained in the Company’s Proxy Statement, dated April17, 2018 (the “Proxy Statement”), as filed with the Securities and Exchange Commission (the “Commission”), under the heading “PROPOSAL 3 APPROVAL OF AMENDED AND RESTATED POTBELLY CORPORATION 2013 LONG-TERM INCENTIVE PLAN,” which is incorporated by reference. The description of the LTIP set forth in the Proxy Statement is qualified in its entirety by reference to the complete text of the LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May24, 2018, the Board of Directors of the Company approved an amendment and restatement (the “Amendment”) to the Company’s bylaws (the “By-Laws”), effective as of the same date. The Amendment modified the provisions of Article IV, Section5 of the By-Laws to provide that the Company’s directors may be removed without cause. The change followed the expiration of the classification of the Company’s Board of Directors effective as of the Company’s 2018 annual meeting of shareholders on May24, 2018.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits

(d) Exhibits.


POTBELLY CORP Exhibit
EX-3.1 2 d608362dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF POTBELLY CORPORATION Effective as of May 24,…
To view the full exhibit click here

About Potbelly Corporation (NASDAQ:PBPB)

Potbelly Corporation is a neighborhood sandwich concept offering sandwiches, salads and other menu items. The Company owns and operates Potbelly Sandwich Works sandwich shops in the United States. The Company also has domestic and international franchise operations of Potbelly Sandwich Works sandwich shops. The Company has a domestic base of approximately 396 shops in 28 states of the United States and the District of Columbia, consisting of 372 Company-operated shops and 24 franchisee-operated shops. It also has approximately 12 international franchised shops, including 11 shops in the Middle East and one shop in the United Kingdom. The Company’s menu includes items made from ingredients, such as vegetables, hearth-baked bread and white meat chicken. The Company also uses whole muscle turkey, ham and roast beef. Its menu includes toasty warm sandwiches, signature salads, soups, chili, sides and desserts, and in its breakfast locations, breakfast sandwiches and steel cut oatmeal.

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