UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 20, 2021, Potbelly Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on the (i) election of nine director nominees (Proposal 1), (ii) ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2021 (Proposal 2) and (iii) approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3). The results of the votes are set forth below.
Proposal 1
The Company’s stockholders voted in favor of the election of the following director nominees to the Board of Directors of the Company for a term of one year or until his or her successor is duly elected or appointed and qualified.
| Votes For | Votes Withheld | Broker Non-Votes | ||||
| Vann Avedisian |
16,171,974 | 98,321 | 3,950,167 | |||
| Joseph Boehm |
14,645,713 | 1,624,582 | 3,950,167 | |||
| Adrian Butler |
16,221,915 | 48,380 | 3,950,167 | |||
| Marla Gottschalk |
14,937,496 | 1,332,799 | 3,950,167 | |||
| David Head |
16,099,341 | 170,954 | 3,950,167 | |||
| David Near |
16,222,751 | 47,544 | 3,950,167 | |||
| Benjamin Rosenzweig |
16,169,236 | 101,059 | 3,950,167 | |||
| Todd Smith |
16,063,352 | 206,943 | 3,950,167 | |||
| Robert D. Wright |
16,224,318 | 45,977 | 3,950,167 |
Proposal 2
The Company’s stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2021.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 20,056,192 | 157,651 | 6,619 | — |
Proposal 3
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,994,547 | 268,218 | 7,530 | 3,950,167 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POTBELLY CORPORATION | ||
| By: | /s/ Steve Cirulis | |
| Name: | Steve Cirulis | |
| Title: | Senior Vice President, Chief Financial Officer and Chief Strategy Officer | |
Date: May 21, 2021