---
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"
generated_at: "2026-06-14T22:13:49.903237+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Noodles & Company shareholders re-elect two directors, approve 2023 Stock Incentive Plan at annual meeting

## Summary
- 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).

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001275158-23-000045
- JSON: https://secwatch.observer/filing/0001275158-23-000045.json
- Plain text: https://secwatch.observer/filing/0001275158-23-000045.txt

## Key facts
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm
- Shareholder Votes
  NOODLES & Co shareholders approved Approval of the Noodles & Company 2023 Stock Incentive Plan at the 2023-05-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm
- Shareholder Votes
  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.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1275158/000127515823000045/0001275158-23-000045-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.