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 30, 2017
Potbelly Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-36104
| Delaware | 36-4466837 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
111 N. Canal Street, Suite 850
Chicago, Illinois 60606
(Address of principal executive offices, including zip code)
(312) 951-0600
(Registrant’s telephone number, including area code)
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)) |
Indicated 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Potbelly Corporation (NASDAQ: PBPB) today announced that Aylwin Lewis, Chairman and Chief Executive Officer, will be leaving Potbelly later this year. After leading Potbelly for nine years Mr. Lewis will depart as CEO and a member of its Board of Directors on August 8, 2017. The Board of Directors has started the search process for a new Chief Executive Officer. Mr. Lewis’ departure from Potbelly is not related to any disagreement with Potbelly or with Potbelly’s operations, policies or practices.
A copy of Potbelly’s press release announcing Mr. Lewis’ departure is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release dated May 30, 2017 | |
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 30, 2017 | Potbelly Corporation | |||||
| By: | /s/ Matthew Revord | |||||
| Name: | Matthew Revord | |||||
| Title: | Senior Vice President and Chief Legal Officer | |||||
Exhibit 99.1
POTBELLY CORPORATION ANNOUNCES DEPARTURE
OF CHIEF EXECUTIVE OFFICER LATER THIS YEAR
Chicago, IL May 30, 2017 – Potbelly Corporation (NASDAQ: PBPB) today announced that Aylwin Lewis, Chairman and Chief Executive Officer, will be leaving Potbelly later this year. After leading Potbelly for nine years Mr. Lewis will depart as CEO and a member of its Board of Directors on August 8, 2017.
Peter Bassi, the Lead Director of Potbelly Corporation, commented, “We are grateful for Aylwin’s leadership during his nine-year tenure at Potbelly. We appreciate his vast contributions. He is a world class restaurant leader and Potbelly benefited from his leadership. We have started the search process for a new CEO.”
Mr. Lewis added, “I have truly enjoyed my time and experience at Potbelly. I have had the opportunity to work with great people in an amazing business over the last nine years. Potbelly has a special place in the hearts of our customers and it will always have a special place in my heart as well. I look forward to seeing Potbelly continue to grow as one of the nation’s premier fast casual restaurant destinations.”
About Potbelly
Potbelly Corporation is a fast-growing neighborhood sandwich concept offering toasty warm sandwiches, signature salads and other fresh menu items served by engaging people in an environment that reflects the Potbelly brand. Our Vision is for our customers to feel that we are their “Neighborhood Sandwich Shop” and to tell others about their great experience. Our Mission is to make people really happy and to improve every day. Our Passion is to be “The Best Place for Lunch.” The Company owns and operates over 400 shops in the United States and our franchisees operate over 40 shops domestically, in the Middle East, the United Kingdom and Canada. For more information, please visit our website at www.potbelly.com.
| Contact: | Investor Relations |
| Investors@Potbelly.com |
| 312-428-2950 |