Potbelly amends by-laws to adopt majority voting for directors

POTBELLY CORP

Directors elected by majority vote in uncontested elections, plurality in contested.
Resignation policy added for directors failing to receive majority vote in uncontested elections.
Requires stockholders seeking nominations to confirm proxy solicitation under Rule 14a-19 and provide evidence.
Technical changes to align with SEC universal proxy rules adopted by Board on April 2, 2025.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

POTBELLY CORP: Amended bylaws to adopt majority voting for directors in uncontested elections, with resignation policy, and update proxy solicitation requirements under Rule 14a-19 (effective 2025-04-02).

Change: bylaw amendment
Effective: 2025-04-02

Exact text from the filing

On April 2, 2025, the Board of Directors of Potbelly Corporation (the “Company”) amended and restated the Company’s by-laws (the “By-laws”).

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Source: SEC EDGAR

accession 0001195734-25-000053

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