8-K Report of Election
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 30, 2014
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware | 001-35987 | 84-1303469 |
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer |
Incorporation) | | Identification No.) |
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| 520 Zang Street, Suite D, Broomfield, CO | 80021 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
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Registrant’s Telephone Number, Including Area Code: (720) 214-1900
Check the appropriate box below if the Form 8-K 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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
We held our annual meeting of shareholders on April 30, 2014. At the annual meeting, shareholders voted in favor of the re-election of two directors, James Pittman and James Rand, to our Board of Directors and voted in favor of the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2014. The final voting results were as follows:
(1) Election of directors:
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Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
James Pittman | | 19,716,774 | | 3,466,169 | | 3,527,121 |
James Rand | | 23,058,697 | | 124,246 | | 3,527,121 |
(2) Ratification of the appointment of Ernst & Young LLP as our independent auditors:
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Votes For | | Votes Against | | Abstenations | | Broker Non-Votes |
28,196,252 | | 27,393 | | 8,617 | | — |
SIGNATURE
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.
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| | Noodles & Company |
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| By: | /s/ Paul A. Strasen |
| Name: | Paul A. Strasen |
| Title: | Executive Vice President and General Counsel |
DATED: May 6, 2014