---
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"
generated_at: "2026-05-14T20:59:50.982041+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Noodles & Company shareholders elect two Class I directors; advisory pay vote and auditor ratification pass

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.07
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001275158-26-000039
- JSON: https://secwatch.observer/filing/0001275158-26-000039.json
- Plain text: https://secwatch.observer/filing/0001275158-26-000039.txt

## Key facts
- Shareholder Votes
  NOODLES & Co shareholders approved Election of Class I directors at the 2026-05-13 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/0001275158-26-000039-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-13
  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 3,126,675 17,294 2,015 803,375
  evidence_url: https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/0001275158-26-000039-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1275158/000127515826000039/0001275158-26-000039-index.htm

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