NOODLES & Co 8-K

What Happened
NOODLES & Co (NDLS) filed an 8-K reporting the results of its annual meeting of stockholders held May 13, 2026 (record date March 18, 2026; 5,888,223 shares of Class A common stock outstanding). Shareholders elected Joseph Christina and Thomas Lynch as Class I directors, approved the company's executive compensation on an advisory (non-binding) basis, and ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 29, 2026. Thomas Lynch resigned his prior Class III seat solely to be nominated and elected as a Class I director; his resignation was contingent on his election and he has continued to serve on the Board without interruption. There are currently no shares of Class B common stock outstanding.

Key Details

• Record date and outstanding shares: March 18, 2026; 5,888,223 shares of Class A common stock.
• Director elections (three-year terms): Joseph Christina — For 3,141,179; Withheld 4,805; Broker non-votes 803,375. Thomas Lynch — For 3,087,706; Withheld 58,278; Broker non-votes 803,375.
• Advisory vote on named executive officer compensation: For 3,126,675; Against 17,294; Abstentions 2,015; Broker non-votes 803,375.
• Appointment of auditors ratified: Grant Thornton LLP — For 3,945,746; Against 3,004; Abstentions 609.

Why It Matters
These outcomes confirm the company's board composition and governance path for the next three years, show strong shareholder support for executive pay (non-binding), and ensure continuity of the external audit relationship. For investors, the vote results indicate shareholder approval of current management and oversight arrangements, and the auditor ratification secures the firm that will examine NDLS's financial statements for the coming fiscal year.