{"schema_version":"secwatch.filing_event.v1","accession":"0001275158-26-000039","form_type":"8-K","ticker":"NDLS","cik":"0001275158","company_name":"NOODLES & Co","filed_at":"2026-05-14T20:06:58+00:00","discovered_at":"2026-05-14T20:09:00.303422+00:00","generated_at":"2026-05-14T20:59:50.982041+00:00","sec_items":["5.07"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"Noodles & Company shareholders elect two Class I directors; advisory pay vote and auditor ratification pass","bullets":["Joseph Christina and Thomas Lynch elected as Class I directors with 3,141,179 and 3,087,706 votes for, respectively.","Thomas Lynch resigned as Class III director to facilitate re-election as Class I after two incumbents did not stand.","Advisory vote on executive compensation approved: 3,126,675 for, 17,294 against, 2,015 abstentions.","Ratification of Grant Thornton LLP as auditor for FY 2026 passed: 3,945,746 for, 3,004 against, 609 abstentions.","No broker non-votes on auditor ratification; 803,375 broker non-votes on director elections and advisory pay vote."],"urls":{"canonical":"https://secwatch.observer/filing/0001275158-26-000039","json":"https://secwatch.observer/filing/0001275158-26-000039.json","markdown":"https://secwatch.observer/filing/0001275158-26-000039.md","text":"https://secwatch.observer/filing/0001275158-26-000039.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/0001275158-26-000039-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/ndls-20260513.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T20:59:50.982041+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":"5a96c0497cb4ed55559996721233dfeeedff878e","claim":"NOODLES & Co shareholders approved Election of Class I directors at the 2026-05-13 meeting.","evidence_excerpt":"The following individuals were elected as Class I directors, each to serve f or three years a nd until his successor has been elected and qualified, or until his earlier death, resignation or removal. Nominee Votes For Votes Withheld Broker Non-Votes Joseph Christina 3,141,179 4,805 803,375 Thomas Lynch 3,087,706 58,278 803,375","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/0001275158-26-000039-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-13"}],"fact_type":"shareholder_vote"},{"claim_id":"d07e870cff68db95ac7201177ad9e57fb336ecf8","claim":"NOODLES & Co shareholders approved Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in our proxy statement at the 2026-05-13 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 3,126,675 17,294 2,015 803,375","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/0001275158-26-000039-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-13"}],"fact_type":"shareholder_vote"},{"claim_id":"d6d328b54a73485d27a53756a95aec47a06d9fc9","claim":"NOODLES & Co shareholders approved Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 29, 2026 at the 2026-05-13 meeting.","evidence_excerpt":"(3) The appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 29, 2026 was ratified. Votes For Votes Against Abstentions Broker Non-Votes 3,945,746 3,004 609 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/0001275158-26-000039-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-13"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}