Noodles & Company (NDLS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 13, 2026, to elect two Class I directors, hold an advisory vote on executive compensation, and ratify the appointment of Grant Thornton LLP as the independent auditor for 2026.

• Only Class A common stockholders as of March 18, 2026, are entitled to vote; a 1-for-8 reverse stock split was implemented in February 2026.

• Proxy materials are available online, and shareholders are encouraged to vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing Joseph Christina and Thomas Lynch as Class I directors for three-year terms.

• An advisory (non-binding) vote on executive compensation is included, with the Board recommending approval.

• Ratification of Grant Thornton LLP as the independent auditor for 2026 is proposed.

• No new shareholder proposals are up for vote; prior proposals for simple majority voting did not pass.

Board of directors and corporate governance

• The Board will be reduced from nine to seven members after the meeting.

• Directors are divided into three staggered classes, each serving three-year terms.

• The Board emphasizes diversity, independence, and relevant industry experience in director selection.

• The roles of Chairman and CEO are separated; Jeff Jones serves as Non-Executive Chairman.

• All directors attended at least 75% of meetings in 2025.