DEF: Noodles & Company Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Noodles & Company announces its 2025 Annual Meeting of Stockholders to be held on May 14, 2025, detailing proposals including director elections, executive compensation votes, and ratification of the independent accounting firm.

Summary

• Noodles & Company will hold its 2025 Annual Meeting of Stockholders on May 14, 2025, in Broomfield, Colorado.
• Stockholders will vote on the election of three Class III directors, an advisory vote on executive compensation, the frequency of future executive compensation votes, and the ratification of Ernst & Young LLP as the independent accounting firm for the year ending December 30, 2025.
• A stockholder proposal regarding simple majority voting requirements will also be considered.
• The Board of Directors recommends voting for the election of the director nominees, for the approval of executive compensation, for holding advisory votes on executive compensation every year, and for the ratification of Ernst & Young LLP.
• The Board recommends voting against the stockholder proposal regarding simple majority voting requirements.
• The record date for determining stockholders eligible to vote at the meeting is March 19, 2025.
• The proxy materials were first made available to stockholders on or about April 1, 2025.
• As of December 31, 2024, Noodles & Company had approximately 7,300 employees, including approximately 500 salaried employees and approximately 6,800 hourly employees.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights strategic initiatives and governance practices, it also acknowledges sales declines and missed financial targets.

Positives

• The Board of Directors is committed to effective corporate governance and accountability.
• The company has adopted a wide range of practices that promote effective Board oversight and good governance.
• The company proactively engages with stockholders so that important matters may be raised and considered by all interested stakeholders.
• The Board consists of members with a broad range of tenures, balancing longstanding tenure that provides deep Company knowledge and industry experience with newer directors who bring fresh insights and experiences.
• The Nominating and Corporate Governance Committee routinely evaluates the mix of skills and viewpoints provided by our current directors.

Negatives

• System-wide comparable restaurant sales decreased 1.5% in fiscal 2024, with a 1.8% decrease for company-owned restaurants.
• The company did not achieve the threshold goals for EBITDA or SSS in 2024, resulting in lower bonus payouts.
• PSUs granted in 2022, which could be earned based on performance versus goals for SSS Growth, Adjusted EBITDA, and Relative TSR, were not earned due to below-threshold performance on all three metrics.

Risks

• Restaurant industry sales remain volatile, with elevated levels of discounting targeting increasingly price-sensitive consumers.
• The consumer environment has caused many restaurant companies to report a decreased level of same store sales in 2024, and our sales trends have followed.
• There is no guarantee that actions taken to address sales declines will ultimately be successful.
• The company cannot predict the extent and duration of the decline in sales.

Future Outlook

The company is focusing on revitalizing its menu options and began implementing menu changes late in 2024 and will continue into the first half of 2025 when the substantial portion of the rollout is to be completed nationally.

Management Comments

• Drew Madsen, Chief Executive Officer, cordially invites stockholders to attend the 2025 Annual Meeting.
• Management is responsible for assessing and managing risk, including through the Company's Enterprise Risk Management (ERM) program.

Industry Context

The document notes that the restaurant industry is experiencing volatility and increased price sensitivity among consumers, impacting sales trends for many companies.

Comparison to Industry Standards

• The document references a peer group of companies used for competitive compensation analysis, including BJs Restaurants, Inc., Krispy Kreme, and Shake Shack Inc.
• The document notes that the company's team member retention rates regularly beat industry benchmarks.

Management Changes

Corporate Governance

Related Party Transactions

• Mill Road Capital has the right to designate one nominee for election to our Board of Directors if it owns 10.0% or more of our outstanding Class A and Class B common stock.
• The Company entered into a Support Agreement with Hoak & Co, James M. Hoak, Jr., J. Hale Hoak, Hoak Public Equities, L.P., Zierk Family 2010 Irrevocable Trust and Hoak Fund Management, L.P. (collectively, Hoak) and Britain Peakes. Pursuant to the Support Agreement the Company agreed to appoint Britain Peakes (the Appointee) to the Companys Board of Directors as a Class III director.

Stakeholder Impact

• The company is committed to developing its people as a key differentiator, with ongoing investments in areas that support growth, engagement, and long-term retention.
• The company recognizes the importance of fostering an environment that brings together our guests, team members, and communities.
• The company carefully selects suppliers based on quality and their understanding of our brand, and we seek to develop mutually beneficial long-term relationships with them.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to evaluate and implement appropriate corporate governance changes.
• The company will continue to focus on revitalizing its menu options and implementing menu changes.

Key Dates

Keywords

stockholders meeting, proxy statement, executive compensation, board of directors, director election, corporate governance, Noodles & Company, NDLS