Noodles & Company (NDLS) Proxy Filing summary

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.