{"schema_version":"secwatch.filing_event.v1","accession":"0001275158-23-000045","form_type":"8-K","ticker":"NDLS","cik":"0001275158","company_name":"NOODLES & Co","filed_at":"2023-05-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.240698+00:00","generated_at":"2026-06-14T22:13:49.903237+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Noodles & Company shareholders re-elect two directors, approve 2023 Stock Incentive Plan at annual meeting","bullets":["Mary Egan re-elected as Class I director (30,002,384 for, 7,592,454 withheld).","Robert Hartnett re-elected as Class I director (32,027,721 for, 5,567,117 withheld).","Advisory vote on executive compensation approved (33,379,727 for, 4,166,228 against).","Noodles & Company 2023 Stock Incentive Plan approved (33,287,181 for, 4,273,371 against).","Ratification of Ernst & Young as auditor for FY 2024 approved (41,508,964 for, 353,648 against)."],"urls":{"canonical":"https://secwatch.observer/filing/0001275158-23-000045","json":"https://secwatch.observer/filing/0001275158-23-000045.json","markdown":"https://secwatch.observer/filing/0001275158-23-000045.md","text":"https://secwatch.observer/filing/0001275158-23-000045.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/ndls-20230516.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T22:13:49.903237+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"23bc214d745fd04166d7c41645d5a3f1760c93c0","claim":"NOODLES & Co shareholders approved Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending January 2, 2024 at the 2023-05-16 meeting.","evidence_excerpt":"(4) The appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending January 2, 2024 was ratified. Votes For Votes Against Abstentions Broker Non-Votes 41,508,964 353,648 18,738 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"6b52ed5018fb8964abe77b37b8a96e17c17982ce","claim":"NOODLES & Co shareholders approved Approval of the Noodles & Company 2023 Stock Incentive Plan at the 2023-05-16 meeting.","evidence_excerpt":"(3) The Noodles & Company 2023 Stock Incentive Plan was approved. Votes For Votes Against Abstentions Broker Non-Votes 33,287,181 4,273,371 34,286 4,286,512","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"76ca4c8983cd77b87d94d58d91b833966412ed59","claim":"NOODLES & Co shareholders approved Advisory (non-binding) approval of the compensation of our named executive officers as disclosed in our proxy statement at the 2023-05-16 meeting.","evidence_excerpt":"(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 33,379,727 4,166,228 48,883 4,286,512","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"d08e29d2cda09baceb558ee53b750b94a6708588","claim":"NOODLES & Co shareholders approved Re-election of the two Class I directors, Mary Egan and Robert Hartnett, to our Board of Directors at the 2023-05-16 meeting.","evidence_excerpt":"(1) The following two individuals were re-elected as Class I directors, each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Nominee Votes For Votes Withheld Broker Non-Votes Mary Egan 30,002,384 7,592,454 4,286,512 Robert Hartnett 32,027,721 5,567,117 4,286,512","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}