DEFR14A: Noodles & Co. Amends Proxy, Hires Solicitor for Special Meeting

Noodles & Company has amended its definitive proxy statement to disclose the engagement of a proxy solicitor and correct the number of outstanding shares ahead of its February 4, 2026 Special Meeting.

Summary

• Noodles & Company filed an amendment to its definitive Proxy Statement, originally submitted on December 22, 2025.
• The amendment discloses the engagement of Alliance Advisors, LLC as a proxy solicitor to assist in obtaining proxies for the upcoming Special Meeting.
• The estimated cost for the proxy solicitation services is approximately $13,700, plus additional expenses.
• The number of shares outstanding as of the Record Date has been corrected from 46,783,626 to 46,817,945.
• These updates pertain to a proposal scheduled for the Special Meeting of Stockholders on February 4, 2026.

Sentiment

Score: 5

Explanation: Neutral. The filing is purely procedural, correcting a minor error and disclosing a standard engagement for a shareholder meeting. It does not contain positive or negative operational or financial news.

Negatives

• The company expects to incur fees of approximately $13,700, plus expenses, for proxy solicitation services.

Future Outlook

The company is preparing for its Special Meeting of Stockholders on February 4, 2026, for which a proxy solicitor has been engaged to facilitate shareholder participation.

Industry Context

This announcement reflects standard corporate governance procedures for a publicly traded company preparing for a significant shareholder vote. Engaging a proxy solicitor is a common practice to ensure broad shareholder participation and to meet quorum requirements for special meetings, especially when addressing important proposals.

Comparison to Industry Standards

• Engaging a proxy solicitor like Alliance Advisors is a common and accepted practice for public companies, particularly when seeking shareholder approval for significant corporate actions or to ensure high participation rates at special meetings.
• The disclosed cost of approximately $13,700 plus expenses for proxy solicitation services is generally within the typical range for such services for a company of this size, depending on the complexity and scope of the solicitation effort.

Corporate Governance

Stakeholder Impact

• Shareholders: Will receive accurate information regarding shares outstanding and the proxy solicitation process for the upcoming Special Meeting. The engagement of a proxy solicitor aims to facilitate their participation in the voting process.

Next Steps

• Alliance Advisors, LLC will assist Noodles & Company in obtaining proxies for the Special Meeting.
• The Special Meeting of Stockholders will proceed as scheduled on February 4, 2026.

Key Dates

Keywords

Noodles & Company, Proxy Statement, Special Meeting, Proxy Solicitor, Shares Outstanding, Corporate Governance, Alliance Advisors