(Rule 14a-101)




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


þ  Filed by the registrant                    ¨  Filed by a party other than the registrant


Check the appropriate box:
¨   Preliminary Proxy Statement
¨   Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
þ   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

Potbelly Corporation

(Name of registrant as specified in its charter)


Payment of the filing fee (check the appropriate box):
þ   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:




(2) Aggregate number of securities to which transaction applies:



(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



(4) Proposed maximum aggregate value of transaction:



(5) Total fee paid:


¨   Fee paid previously with preliminary materials.


  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:



(2) Form, Schedule or Registration Statement No.:



(3) Filing party:



(4) Date filed:


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 12, 2016






    Meeting Information    


Meeting Type: Annual Meeting



For holders as of:    March 16, 2016



Date: May 12, 2016        Time: 8:00 AM CDT






Westin O’Hare Hotel









6100 N. River Road

Rosemont, Illinois 60018

For directions, please contact our investor relations

rep., Ed Yuen (203) 428-3216 or



You are receiving this communication because you hold shares in the above named company.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.



Before You Vote

How to Access the Proxy Materials


    Proxy Materials Available to VIEW or RECEIVE:     


1.  Notice & Proxy Statement                 2.  Annual Report



How to View Online:



Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:



How to Request and Receive a PAPER or E-MAIL Copy:



If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


       1) BY INTERNET:        
       2) BY TELEPHONE:    1-800-579-1639        
       3) BY E-MAIL*:        


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 28, 2016 to facilitate timely delivery.



How To Vote

Please Choose One of the Following Voting Methods



      Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.    


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



  Voting items   
  The Board of Directors recommends you vote
  FOR each of the following nominees:
  1.    Election of Directors      
  01    Ann-Marie Campbell                 02  Dan Ginsberg                 03  Harvey Kanter
  The Board of Directors recommends you vote FOR the following proposals:
  2.    Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2016.
  3.    Approval of the Amended and Restated Potbelly Corporation 2013 Long-Term Incentive Plan.
  NOTE: Such other business as may properly come before the meeting or any adjournment thereof.