Noodles & Company (NDLS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 14, 2025, to elect three Class III directors, hold advisory votes on executive compensation and its frequency, ratify the appointment of Ernst & Young LLP as auditor, and consider a shareholder proposal on simple majority voting requirements.

• The company experienced a 1.5% decrease in system-wide comparable restaurant sales in 2024, with new menu initiatives and executive transitions aimed at revitalizing performance.

• Executive compensation is structured around a pay-for-performance philosophy, with a significant portion of total direct compensation tied to performance-based equity and cash incentives.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors, an advisory vote on executive compensation, the frequency of future say-on-pay votes, ratification of the external auditor, and a shareholder proposal to eliminate supermajority voting requirements.

• The board recommends voting for all company proposals except the shareholder proposal, which it opposes, citing the need for supermajority provisions to protect all shareholders.

Board of directors and corporate governance

• The board consists of eight members divided into three staggered classes, with a focus on diversity, independence, and relevant industry experience.

• Seven of eight directors are independent, and the roles of Chairman and CEO are separated.

• The board and its committees conduct annual self-evaluations and maintain codes of conduct and ethics.