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): June 8, 2020
Potbelly Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-36104 | 36-4466837 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 111 N. Canal Street, Suite 850 Chicago, Illinois |
60606 | |
| (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 | ||
| Common Stock, $0.01 par value | PBPB | The NASDAQ Stock Market LLC (Nasdaq Global Select Market) |
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.
Susan Chapman-Hughes, a member of the Board of Directors (the “Board”) of Potbelly Corporation (“Potbelly”), the Chair of the Compensation Committee of the Board and a member of the Nominating and Corporate Governance Committee of the Board, and Dan Ginsberg, the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee of the Board, resigned from the Board effective as of June 8, 2020 and June 9, 2020, respectively. Ms. Chapman-Hughes and Mr. Ginsberg each indicated that her or his resignation is not related to any disagreement with Potbelly or with Potbelly’s operations, policies, or practices. Effective upon Ms. Chapman-Hughes’ and Mr. Ginsberg’s resignation as directors, the size of Potbelly’s Board was reduced from ten to eight directors. As Chairman of the Nominating and Corporate Governance Committee of the Board, Mr. Joe Boehm will serve as Lead Director of the Board until such time the Board appoints a new Chair.
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: June 12, 2020 | Potbelly Corporation | |||||
| By: | /s/ Matthew Revord | |||||
| Name: | Matthew Revord | |||||
| Title: | Senior Vice President and Chief Legal Officer | |||||