Potbelly Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Restaurants
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s Telephone Number, Including Area Code: (312) 951-0600
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 2, 2025, the Board of Directors of Potbelly Corporation (the “Company”) amended and restated the Company’s by-laws (the “By-laws”).
The amendments provide that directors shall be elected by majority vote in uncontested elections, and by a plurality vote in contested elections. A resignation policy has been included in the event that a director is not elected by a majority vote in an uncontested election.
In addition, the amendments require any stockholder submitting notice of a director nomination to: (i) inform the Company that such stockholder intends to solicit proxies in support of any director nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended and (ii) provide evidence that certain requirements of such rule have been satisfied. The amendments also incorporate certain other technical changes in light of the universal proxy rules adopted by the U.S. Securities and Exchange Commission.
The foregoing description of the Company’s By-laws is qualified in all respects by reference to the text of the By-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | ||||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 4, 2025 | POTBELLY CORPORATION | ||||||||||||
| By: | /s/ Steven W. Cirulis | |||||||||||||
| Name: | Steven W. Cirulis | |||||||||||||
| Title: | Senior Vice President, Chief Financial Officer and Chief Strategy Officer | |||||||||||||