UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
Form 8-K
________________________________________
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2022
________________________________________
(Exact name of registrant as specified in its charter)
________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (312) 951-0600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| (Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2022, Potbelly Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders, 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 25, 2022 (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 | 19,940,259 | 157,357 | 6,026,691 | ||||||||
| Joseph Boehm | 19,747,712 | 349,904 | 6,026,691 | ||||||||
| Adrian Butler | 20,048,317 | 49,299 | 6,026,691 | ||||||||
| David Head | 19,805,093 | 292,523 | 6,026,691 | ||||||||
| David Near | 19,922,407 | 175,209 | 6,026,691 | ||||||||
| David Pearson | 19,595,419 | 502,197 | 6,026,691 | ||||||||
| Todd Smith | 19,863,148 | 234,468 | 6,026,691 | ||||||||
| Jill Sutton | 20,049,697 | 47,919 | 6,026,691 | ||||||||
| Robert D. Wright | 19,990,907 | 106,709 | 6,026,691 | ||||||||
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 25, 2022.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 26,069,078 | 49,224 | 6,005 | — | ||||||||
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 | ||||||||
| 19,842,577 | 242,876 | 12,163 | 6,026,691 | ||||||||
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.
| Date: | May 20, 2022 | Potbelly Corporation | ||||||||||||
| By: | /s/ Steven Cirulis | |||||||||||||
| Name: | Steven Cirulis | |||||||||||||
| Title: | Senior Vice President, Chief Financial Officer | |||||||||||||
| and Chief Strategy Officer | ||||||||||||||