Noodles & Company (NDLS) investors approve directors, say-on-pay and auditor

Rhea-AI Filing Summary

Noodles & Company reported the results of its annual meeting of stockholders held on May 13, 2026. As of the March 18, 2026 record date, 5,888,223 shares of Class A common stock were outstanding and entitled to vote, with no Class B shares outstanding.

Shareholders re-elected Joseph Christina and elected Thomas Lynch as Class I directors. They also approved, on an advisory non-binding basis, the compensation of named executive officers and ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 29, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 5,888,223 shares Votes for Joseph Christina: 3,141,179 votes Votes for Thomas Lynch: 3,087,706 votes +3 more

6 metrics

Shares entitled to vote 5,888,223 shares Class A common stock as of March 18, 2026 record date

Votes for Joseph Christina 3,141,179 votes Election as Class I director at 2026 annual meeting

Votes for Thomas Lynch 3,087,706 votes Election as Class I director at 2026 annual meeting

Say-on-pay votes for 3,126,675 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 17,294 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 3,945,746 votes Ratification of Grant Thornton LLP for year ending December 29, 2026

Key Terms

advisory (non-binding) basis, independent registered public accounting firm, broker non-votes, Class I director

4 terms

advisory (non-binding) basis financial

"approval, on an advisory (non-binding) basis, of the compensation of our named executive officers"

independent registered public accounting firm financial

"ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Class I director financial

"The following individuals were elected as Class I directors, each to serve for three years"

A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

Understanding 8-K Material Events →

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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 13, 2026

NOODLES & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-35987

84-1303469

(State or Other Jurisdiction of

(Commission File Number)

(I.R.S. Employer

Incorporation)

Identification No.)

520 Zang Street, Suite D

Broomfield,

CO

80021

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 214-1900

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
Class A common stock			NDLS			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.

We held our annual meeting of stockholders (the “Annual Meeting”) on May 13, 2026. As of March 18, 2026, the record date for the Annual Meeting (the “Record Date”), we had 5,888,223 shares of Class A common stock outstanding and entitled to vote. There are currently no shares of Class B common stock outstanding. Holders of our Class A and Class B common stock are entitled to one vote for each share held as of the Record Date, with the exception that Class B common stock does not vote on the election or removal of directors.

At the Annual Meeting, shareholders voted in favor of the (1) re-election of Joseph Christina as a Class I director and the election of Thomas Lynch as a Class I director, to our Board of Directors, (2) approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in our proxy statement, and (3) ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 29, 2026. Mr. Lynch resigned as a Class III director solely to facilitate his nomination and election as a Class I director in connection with the rebalancing of the Board’s classified structure following the decision of two incumbent Class I directors not to stand for reelection at the Annual Meeting. Mr. Lynch’s resignation as a Class III director was contingent upon his election as a Class I director at the Annual Meeting, and he has continued to serve on the Board without interruption.

The final voting results were as follows:

(1) The following individuals were elected as Class I directors, each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal.

Nominee			Votes For			Votes Withheld			Broker Non-Votes
Joseph Christina			3,141,179			4,805			803,375
Thomas Lynch			3,087,706			58,278			803,375

(2) The compensation of our named executive officers, as disclosed in our proxy statement, was approved, on an advisory (non-binding) basis.

Votes For			Votes Against			Abstentions			Broker Non-Votes
3,126,675			17,294			2,015			803,375

(3) The appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 29, 2026 was ratified.

Votes For			Votes Against			Abstentions			Broker Non-Votes
3,945,746			3,004			609			—

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.

						Noodles & Company
DATE: May 14, 2026			By:			/s/ MIKE HYNES
			Name:			Mike Hynes
			Title:			Chief Financial Officer

FAQ

What did Noodles & Company (NDLS) shareholders approve at the 2026 annual meeting?

Shareholders approved all major proposals. They re-elected Joseph Christina and elected Thomas Lynch as Class I directors, endorsed executive compensation on an advisory basis, and ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 29, 2026.

How many Noodles & Company (NDLS) shares were entitled to vote at the 2026 annual meeting?

A total of 5,888,223 shares of Class A common stock were outstanding and entitled to vote as of the March 18, 2026 record date. There were no Class B shares outstanding, and each share generally carried one vote on the matters presented.

Were Noodles & Company (NDLS) executive pay practices approved by shareholders?

Yes, shareholders approved executive compensation on an advisory, non-binding basis. The say-on-pay proposal received 3,126,675 votes for, 17,294 votes against, 2,015 abstentions, and 803,375 broker non-votes, indicating broad support for the company’s disclosed compensation of named executive officers.

Which directors were elected at Noodles & Company’s 2026 annual meeting?

Shareholders elected two Class I directors. Joseph Christina received 3,141,179 votes for and 4,805 votes withheld, while Thomas Lynch received 3,087,706 votes for and 58,278 votes withheld, with 803,375 broker non-votes for each director election item on the ballot.

Who is Noodles & Company’s independent auditor for the year ending December 29, 2026?

Grant Thornton LLP was ratified as Noodles & Company’s independent registered public accounting firm for the year ending December 29, 2026. The ratification received 3,945,746 votes for, 3,004 votes against, and 609 abstentions, with no broker non-votes reported for this proposal.

What change occurred to Thomas Lynch’s board classification at Noodles & Company (NDLS)?

Thomas Lynch resigned as a Class III director contingent on his election as a Class I director, which shareholders approved. This move supported rebalancing the board’s classified structure after two incumbent Class I directors chose not to stand for reelection, and Lynch’s board service continued without interruption.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB