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Noodles & Company (NDLS) investor relations material
Noodles & Company Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary12 Dec, 2025
Executive summary
A special meeting of stockholders is scheduled for February 4, 2026, to vote on a reverse stock split proposal for Class A common stock, with a split ratio between 1-for-2 and 1-for-15, at the board's discretion within one year of approval.
The reverse split aims to increase the share price to maintain Nasdaq listing compliance, following a notice of non-compliance with the $1.00 minimum bid price requirement.
The board believes the reverse split could improve marketability, liquidity, and access to capital, but acknowledges risks such as potential failure to increase share price or meet listing requirements.
If approved, the board may implement the split at any time within a year or abandon it if deemed not in the best interests of the company and stockholders.
Voting matters and shareholder proposals
The sole item for stockholder vote is the approval of the reverse stock split amendment to the certificate of incorporation.
Approval requires an affirmative vote of 66 2/3% of outstanding Class A shares; abstentions and broker non-votes count as votes against.
Stockholder proposals for the 2026 annual meeting must be submitted by specified deadlines to be considered.
Board of directors and corporate governance
The board unanimously recommends voting in favor of the reverse split proposal.
Stockholders can communicate with the board or independent directors via mail or email through the corporate secretary.
Reverse split's role in strategic alternatives
Conditions for Board to abandon reverse split
Impact of brokers not using discretionary vote
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Next Noodles & Company earnings date
Q4 20255 Mar, 2026
Next Noodles & Company earnings date
Q4 20255 Mar, 2026
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Frequently asked questions
Noodles & Company owns and operates a fast-casual restaurant chain that offers globally inspired noodle and pasta dishes, soups, salads, and sandwiches. The company operates company-owned and franchised locations across the United States, catering to a broad demographic with customizable and made-to-order meals. The company is headquartered in Broomfield, Colorado, and its shares are listed on the NASDAQ.
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