SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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111 North Canal Street, Suite 850
Chicago, Illinois 60606
Supplement to Proxy Statement for the Annual
Meeting of Shareholders To Be Held on June 24, 2020
To the Shareholders of Potbelly Corporation:
On behalf of the Board of Directors (the Board) of Potbelly Corporation, a Delaware corporation (the Company), we are writing to provide you with important updates relating to the Companys 2020 Annual Meeting of Shareholders to be held on Wednesday, June 24, 2020, at 8:00 a.m., Central Time (the Annual Meeting) and the election of directors at the Annual Meeting. This proxy statement supplement, dated June 12, 2020 (this Supplement), supplements the definitive proxy statement (the Proxy Statement) for the Annual Meeting that the Company filed with the Securities and Exchange Commission (the SEC) on May 20, 2020.
Withdrawal of Nominees for Election as Director
On June 12, 2020, the Company announced that Susan Chapman-Hughes and Dan Ginsberg resigned as directors of the Board, effective June 8, 2020 and June 9, 2020, respectively. Therefore, the nominations of Ms. Chapman-Hughes and Mr. Ginsberg have been withdrawn. On June 9, 2020, immediately following Mr. Ginsbergs resignation, the Board reduced the size of the Board from ten directors to eight directors.
Neither Ms. Chapman-Hughes nor Mr. Ginsbergs resignation was the result of any dispute with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
At the Annual Meeting, eight rather than ten directors will be nominated for election to the Board. Each of the eight nominees is named in the 2020 Proxy Statement. These developments do not change the Boards recommendations, or the Companys view, on any of the proposals contained in the Proxy Statement.
On or about May 20, 2020, the Company commenced the distribution of a Notice of Annual Meeting of Shareholders and Proxy Statement to its shareholders. This Supplement is being made available on or about June 12, 2020. Except as specifically amended or supplemented by the information contained in this Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in voting your shares. Where information in the Proxy Statement is described as current as of a certain date, it remains current only as of such date, except as specifically amended or supplemented by the information set forth in this Supplement.
If you have already voted via the Internet, telephone, or by mail, you do not need to take any action unless you wish to change your vote. Information regarding how to vote your shares and revoke already submitted proxies is available in the Proxy Statement under the caption General Information about the Annual Meeting and Voting. Attendance at the Annual Meeting via the Internet will not, without further action, revoke a proxy. Proxies which have already been submitted, and which are not subsequently revoked or changed, will be voted at the Annual Meeting as indicated.
This Supplement does not change the proposals to be acted upon at the Companys Annual Meeting, which are described in the Proxy Statement, except that Ms. Chapman-Hughes and Mr. Ginsberg are no longer standing for election as directors. No votes received prior to or after the date of this Supplement will be counted for or against the election of Ms. Chapman-Hughes or Mr. Ginsberg to our Board.
YOUR VOTE IS IMPORTANT! Whether or not you expect to attend the Annual Meeting, please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting and save the extra expense of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable at your option.
|By order of the Board of Directors,|
|/s/ Matthew Revord|
June 12, 2020