UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the registrantRegistrant  ☒                             Filed by a partyParty other than the registrantRegistrant  ☐

Check the appropriate box:

Potbelly CorporationPOTBELLY CORPORATION

(Name of registrantRegistrant as specifiedSpecified in its charter)Charter)

Payment of the filing fee (checkFiling Fee (Check the appropriate box):

March 23, 201726, 2021

Dear Fellow Stockholder:

You are cordially invited to virtually attend our Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) on May 11, 2017. We will hold20, 2021. Due to the public health impact of the coronavirus outbreak (COVID-19), and to support the health and well-being of the Company’s employees and stockholders, the meeting at 8:00 a.m., Central Time, atwill be held in a virtual meeting format only via live audio webcast. Included with this letter are the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, Illinois 60018. Detailsnotice of annual meeting of stockholders, a proxy statement detailing the business to be conducted at the Annual Meeting, and a proxy card. You may also find electronic copies of these documents online at www.proxyvote.com.

Regardless of whether you plan to attend our virtual Annual Meeting, it is important that your voice be heard. We encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the virtual annual meeting at http://www.virtualshareholdermeeting.com/PBPB2021 and voting online. Full instructions are givencontained in the notice of meetingproxy statement and Proxy Statement that follow.

Please vote promptly by following the instructions in this Proxy Statement or in the Notice of Internet Availability of Proxy Materials that was sent to you.enclosed proxy card.

Sincerely,

Aylwin Lewis

Chairman of the Board and Chief Executive Officer

Joseph Boehm Chairman of the Board		Robert D. Wright President and Chief Executive Officer

111 North Canal Street, Suite 850325

Chicago, Illinois 60606

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS

TO BE HELD ON MAY 11, 2017

To our Stockholders:20, 2021

The 20172021 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Potbelly Corporation (the “Company”) will be held on May 11, 2017,20, 2021, at 8:00 a.m. Central Time (with login beginning at the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, Illinois 600187:45 a.m., Central Time) exclusively via live audio webcast at http://www.virtualshareholdermeeting.com/PBPB2021, for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board of Directors has set the close of business on March 15, 201724, 2021 as the record date for determining Stockholdersstockholders of the Company entitled to notice of and to vote at the Annual Meeting. AYou may examine our list of stockholders entitled to vote at the Stockholders as ofAnnual Meeting during the record dateAnnual Meeting by following the instructions provided on the meeting website during the Annual Meeting. The stockholder list will also be available for inspection by Stockholders,examination during normal business hours for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting,meeting at the Company’s offices andour corporate headquarters at the offices of American Stock Transfer & Trust Company LLC, the Company’s independent share transfer agent, during normal business hours for a period of 10 days prior to the Annual Meeting. The list will also be available for inspection by Stockholders at the Annual Meeting.111 North Canal Street, Suite 325, Chicago, Illinois 60606.

All Stockholdersstockholders are cordially invited to attend the virtual Annual Meeting. To participate in the virtual Annual Meeting, you will need the 16-digit control number that appears on your proxy card or the instructions that accompanied your proxy materials. Beneficial owners will need to register in person.order to attend the virtual Annual Meeting. For detailed instructions, please refer to page 8 under “Annual Meeting Procedures.”

EVEN IF YOU CANNOT ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE TAKE THE TIME TO PROMPTLY VOTE YOUR PROXY BY CAREFULLY FOLLOWING THE INSTRUCTIONS ON THE NOTICE REGARDING AVAILABILITY OFTHE PROXY MATERIALS. ALTERNATIVELY, CARD. IF YOU HAVE REQUESTED WRITTENWISH TO VOTE USING A PAPER PROXY MATERIALS,CARD, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE.

Important Notice Regarding theof Internet Availability of Proxy Materials for the Annual Meeting to be Held on May 11, 2017: the20, 2021: The Proxy Statement for the Annual Meeting and the Annual Report to Stockholderson Form 10-K for the fiscal year ended December 27, 2020 are available atwww.proxyvote.com.

By order of the Board of Directors,

Matthew RevordAdiya Dixon

Senior Vice President, Chief Legal Officer General Counsel and Secretary

March 23, 201726, 2021

IMPORTANT

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE VIRTUAL ANNUAL MEETING, WE URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PRE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES.

PROXY STATEMENT

Table of Contents

i

iii

iiiii

Board Highlights

The following tables provide summary information about our current Board of our proxy materials. Instructions on how to access our proxy materials overDirectors, including their ages as of December 27, 2020.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

Our Board of Directors is soliciting proxies in connection with the Annual Meeting. The Company will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. The Company has retained DF King for certain advisory and solicitation services at a fee of approximately $10,000. Proxies also may be solicited on the 2017 Annual MeetingCompany’s behalf by officers and other employees. The Company will reimburse banks and brokers for their reasonable out-of-pocket expenses related to forwarding proxy materials to beneficial owners of Stockholders. Onstock or about March 23, 2017, we expect to beginotherwise in connection with this solicitation. We are mailing these proxy materials to stockholders of record as of the close of business on March 15, 2017,24, 2021, the record date. OnRecord Date.

You are receiving this Proxy Statement as a stockholder of the record date, there were 25,063,935 sharesCompany. We request that you promptly use the enclosed proxy card to vote, by telephone, Internet, or mail, in the event you desire to express your support of our common stock outstanding.or opposition to the proposals.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE NINE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3.

Where and when is the Annual Meeting of Stockholders?Meeting?

We will hold the Annual Meeting of Stockholdersvirtually on Thursday, May 11, 2017,20, 2021, at 8:00 a.m., Central Time (login beginning at 7:45 a.m., Central Time), exclusively via live audio webcast. Please go to www.virtualshareholdermeeting.com/PBPB2021 for instructions on how to participate in the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, Illinois 60018.Annual Meeting.

What am I being asked to vote on at the meeting?Annual Meeting?

We are asking our stockholders to consider the following items:proposals at the Annual Meeting:

Who can vote?

Stockholders of record at the close of business on March 24, 2021, the Record Date, may vote at the Annual Meeting.

What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

If your shares are registered directly in your name with our transfer agent, you are considered the “stockholder of record” with respect to those shares. We have sent these proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in street name. Your broker, bank or other nominee who is considered the stockholder of record with respect to those shares has forwarded these proxy materials to you. As the beneficial owner, you have the right toYou should direct your broker, bank or other nominee on how to vote your shares by using the voting instruction cardform included in the mailing or by following their instructions for voting by telephone or the Internet.

How can I vote my shares?

You can vote by proxy or in person.

What is a proxy?

It is your legal designation ofIf you legally designate another person to vote the stockshares you own. That otherown at a meeting of stockholders according to your instruction, that person is called ayour proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated two of our officers to serve as proxies for the Annual Meeting of Stockholders to be held on May 11, 2017. These officers are Aylwin LewisMeeting: Robert D. Wright and Matthew Revord.Adiya Dixon.

How You Can Votecan I vote my shares?

Stockholders of Record.Record. Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods:

Beneficial Owners.Owners. If you are the beneficial owner of your shares of common stock (that is, you hold your shares in “street name” through an intermediary such as a broker, bank or other nominee), you will receive instructionsa voting instruction form from your bank, broker bank or other nominee.

Your bank, broker bank or other nominee will not vote your shares of stock on any mattersProposals 1 or 3 unless you provide them instructions on how to vote your shares of stock.shares. You should instruct your bank, broker or other nominee how to vote your shares of stock by following the

directions provided by your broker or nominee. Alternatively, you may obtain a proxy from your bank, broker or other holder of record and bring it with you to hand in with a ballot in order to be able to vote your shares at the meeting. If you choose to vote at the meeting, you must bring the following: (i) proof of identification, (ii) an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the stock and (iii) a signed proxy from the stockholder of record giving you the right to vote the stock. The account statement or letter must show that you were the beneficial owner of the stock on March 15, 2017.nominee.

General.General. If you submit your proxy using any of the methods above, Aylwin LewisRobert D. Wright or Matthew RevordAdiya Dixon will vote your shares in the manner you indicate. You may specify whether your shares should be voted for all, some, or none of the nominees for director, and for, and against or againstabstain from voting for Proposals 2 and 3 and any other proposals properly introduced at the Annual Meeting. If you vote by telephone or Internet and choose to vote with the recommendation of our Board of Directors, or if you vote by mail, sign your proxy card, and do not indicate specific choices, your shares will be voted “FOR”FOR the election of each of the nominees fornine director and “FOR”nominees

(Proposal 1); FOR ratification of the appointment of Deloitte & Touche LLP to serve as our independent public accounting firm.firm (Proposal 2); and FOR the non-binding resolution to approve our 2020 named executive officer compensation (Proposal 3).

If any othera matter to be considered at the Annual Meeting is presented,timely submitted pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proxy will authorize Aylwin LewisRobert D. Wright or Matthew RevordAdiya Dixon to vote your shares in accordancetheir discretion with their best judgment.respect to any such matter subsequently raised at the Annual Meeting. At the time this Proxy Statement was filed, we knew of no matters to be considered at the Annual Meeting other than those referenced in this Proxy Statement.

How can I revoke my proxy?

You may revoke a proxy in any one of the following three ways:

IsIf I have already voted by proxy on one or more proposals, can I change my vote confidential?vote?

Yes. Voting tabulations are confidential exceptTo change your vote by proxy, simply sign, date and return the enclosed proxy card or voting instruction form in extremely limited circumstances. Such limited circumstances include contested solicitationthe accompanying postage pre-paid envelope, or vote by proxy via telephone or the Internet in accordance with the instructions on the proxy card or voting instruction form. We strongly urge you to vote by proxy “FOR” the election of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by useach of the nine director nominees named in Proposal 1 and when a stockholder’s written comments appear on a“FOR” Proposals 2 and 3. Only your latest dated proxy or other voting material.will count at the Annual Meeting.

What “quorum” is required for the Annual Meeting?

In order to have a valid stockholder vote, a quorum must exist at the Annual Meeting. For us,At the Annual Meeting a quorum exists when stockholders holding a majority of the issued and outstanding shares entitled to vote are present in person or represented by proxy at athe meeting.

Votes withheld, abstentions and broker-non votes (discussed below under “– What is the effect of abstentions and broker non-votes?”) will be counted as present or represented for purposes of determining whether a quorum exists. In the absence of a quorum, the Annual Meeting may be adjourned by a majority of the votes entitled to be cast either present in person or represented by proxy or by any officer entitled to preside at the Annual Meeting.

What vote is required to approve each item?proposal?

How are the voting results determined?

InFor the election of Class I Directors,directors, your vote may be cast “FOR”“for” each of the nominees or your vote may be “WITHHELD”“withheld” with respect to one or more of the nominees. The nominees receiving the largest number of “FOR”“for” votes will be elected as directors, up to the maximum number of directors to be chosen for election. InEach of Proposals 2 and 3 will pass if the ratificationtotal votes cast “for” such proposal exceed the total number of votes cast “against” and “abstain” for such proposal.

What is the effect of abstentions and broker non-votes?

Because the election of directors is determined on the basis of a plurality of the votes cast, abstentions have no effect on the outcome of the election of nine nominees to the Board of Directors (Proposal 1), although abstentions will result in directors receiving fewer votes.

Because the approval of a majority of shares present and entitled to vote is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, youraccountants for the fiscal year ending December 26, 2021 (Proposal 2) and to approve on an advisory basis, the non-binding resolution to approve our 2020 named executive officer compensation (Proposal 3), abstentions have the effect of a vote may be cast “FOR,” “AGAINST” or “ABSTAIN” with respect to that proposal.against those proposals.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

If you are a record holder and you sign (including electronic confirmations in the case of Internet or telephone voting) your proxy card with no instructions on how to vote, your stock will be voted in accordance with the recommendations of the Board. If you are a beneficial owner and you sign (including electronic confirmation in the case of Internet or telephone voting) your broker voting instruction card with no instructions on how to vote, your stock will be voted in the broker’s discretion only with respect to “routine” matters but will not be voted with respect to“non-routine” matters.

Brokernon-votes occur when brokers do not have discretionary voting authority to vote certain shares held in “street name” on particular“non-routine” proposals, including the election of directors, and the “beneficial owner” of those shares has not instructed the broker to vote on those proposals. If you are a beneficial owner, your broker, bank or other nominee is permitted to vote your shares only with regard to ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, even if the holder does not receive voting instructions from you. Shares registered in the name of a broker, bank or other nominee, for which proxies are voted on some, but not all matters, will be considered to be represented at the Annual Meeting and voted only as to those matters for which the broker, bank or other nominee has authority to vote.

Because the election of directors is determined on the basis of a plurality of the votes cast, abstentions have no effect on the outcome of the election of Class I directors, although they will result in a director receiving fewer votes. Because the approval of a majority of shares present and entitled to vote is required to ratify the appointment of Deloitte & Touche LLP as our independent public accountants, abstentions have the effect of a vote against those proposals. Brokernon-votes will have no direct effect on the outcome of the election of Class I directors or the advisory resolution on executive compensation.

Will my shares be voted if I do nothing?

If your shares are registered in your name, you must sign and return a proxy card in order for your shares to be voted, unless you vote via telephone or the Internet or vote online at the Annual Meeting. If you submit (including by telephone or Internet) your proxy card with no instructions on how to vote, your shares will be voted in accordance with the recommendations of the Board.

If your shares of our common stock are held in “street name,” your bank, broker or other nominee has enclosed a proxy card or voting instruction form with this Proxy Statement. We strongly encourage you to authorize your bank, broker or other nominee to vote your shares by following the instructions provided on the proxy card or voting instruction form. If you sign (including electronic confirmation in the case of Internet or telephone voting) your broker voting instruction form with no instructions on how to vote, your stock will be voted in the broker’s discretion only with respect to “routine” matters but will not be voted with respect to “non-routine” matters. The only routine matter on the ballot for the Annual Meeting is the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants.accounting firm for the fiscal year ending December 26, 2021 (Proposal 2).

Please return your proxy card or voting instruction form to your bank, broker or other nominee by proxy by signing, dating and returning the enclosed proxy card or voting instruction form in the accompanying postage pre-paid envelope or vote by proxy via telephone or the Internet in accordance with the instructions in the proxy card or voting instruction form. Please contact the person responsible for your account to ensure that a proxy card or voting instruction form is voted on your behalf.

We strongly urge you to vote by proxy “FOR” the election of each of the nine director nominees named in Proposal 1 and “FOR” Proposals 2 and 3.

What are the fiscal year end dates?

This Proxy Statement provides information about the matters to be voted on at the 2017 Annual Meeting of Stockholders and additional information about Potbelly and its executive officers and directors. Some of the information is provided as of the end of our 20152018, 2019 or 20162020 fiscal years as well as some information being provided as of a more current date. Our fiscal year 20152018 ended on December 27, 201530, 2018; our fiscal year 2019 ended on December 29, 2019; and our fiscal year 20162020 ended on December 25, 2016.27, 2020.

Where can I find the voting results?

We intend to announce preliminary voting results at the Annual Meeting. We will publishdisclose the finalpreliminary results in a Current Report on Form8-K, which we expect to file on or before May 17, 2017.26, 2021. You can obtain a copy of the Form8-K by logging on to our website athttp://investorsinvestors.potbelly.com/financial-information/sec-filings.potbelly.com/sec.cfm, or by calling the SEC at800-SEC-0330 for the location of the nearest public reference room,, or through the EDGAR system atwww.sec.gov. Information on our website does not constitute part of this Proxy Statement.

CORPORATE GOVERNANCE

Overview

All of our corporate governance materials, including our corporate governance guidelines, our ethics code of conduct and Board committee charters, are published under the Governance section of our Investor website atwww.potbelly.comhttp://investors.potbelly.com/corporate-governance/governance-documents. Information on our website does not constitute part of this Proxy Statement. These materials are also available in print to any stockholder without charge upon request made by telephone at (312)951-0600 or by mail to our principal executive offices at Potbelly Corporation, 111 North Canal Street, Suite 850,325, Chicago, Illinois 60606, Attention: Corporate Secretary. The Board of Directors regularly reviews these materials, Delaware law, the rules and listing standards of the Nasdaq Global Select Market (“NASDAQ”) and SEC rules and regulations, as well as best practices suggested by recognized governance authorities, and modifies theits governance materials as it believes is warranted.

Governance Highlights

Director Independence

Our Board of Directors reviews the independence of the current and potential members of the Board of Directors in accordance with independence requirements set forth in the NASDAQ rules and applicable provisions of the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).Act. During its review, the Board of Directors considers transactions and relationships between each director and potential director, as well as any member of his or her immediate family, and the Company and its affiliates, including those related-party transactions contemplated by Item 404(a) of RegulationS-K under the Exchange Act. The Board of Directors must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with the Company, that, in the opinion of the Board of Directors, would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. The purpose of this review is to determine whether any such relationships or transactions exist that are inconsistent with a determination that the director is independent. Our Board of Directors has determined that all current directorsnominees except Aylwin LewisRobert D. Wright, our President and CEO, are “independent” as such term is defined by NASDAQ rules, our corporate governance standards and the federal securities laws. Our Board

Corporate Environmental and Social Responsibility

We are committed to improving the world by improving the communities we serve. That means being a responsible community member in each of our neighborhoods while always looking for ways to reduce our footprint and improve our relationships with people. We believe it is important to conduct our business in an ethical, legal and socially responsible manner. We have undertaken a number of initiatives to reduce our environmental impact and to ensure a healthy and safe workplace. Examples of our green initiatives can be found in the “Corporate Responsibility” section of the “About Us” page of our website at www.potbelly.com. We also determined that Dan Levitan, who served onexpect our Boardsuppliers and business partners to adhere to these ideals and to promote these values, by adherence to our Supplier Code of Directors until February  19, 2016, was “independent” as so defined.Conduct specifying the standards and principles we require. A copy of the Supplier Code of Conduct and related information can be found in the “Corporate Responsibility” section of the “About Us” page of our website at www.potbelly.com.

Ethics Code of Conduct

We have a written ethics code of conduct that applies to our directors, officers and employees. A copy of this code is available athttp://investors.potbelly.com/governance-documents.cfmcorporate-governance/governance-documents. We will disclose information regarding any amendment to or waiver from the provision of this code by posting itat this location on the same portion of our website.

Conflicts of Interest

Pursuant to our ethics code of conduct and our related party transaction policy, each director and executive officer has an obligation not to engage in any transaction that could be deemed a conflict of interest. Our directors may not engage in any transaction that could impact their independence on the Board of Directors. See “Related Party Transactions.Transactions,” on page 49 of this Proxy Statement.

Structure of the Board of Directors

Our Board of Directors currently consists of eight members, comprised of Aylwin Lewis, Peter Bassi,Ann-Marie Campbell, Susan Chapman-Hughes, Dan Ginsberg, Marla Gottschalk, Harvey Kanter and Carl Warschausky. Our certificate of incorporation provides that our Board of Directors shall consist of not more than twelve directors, with the exact number as determined from time to time by resolution of the Board.

Our Board is divided into three classes with staggered terms. However, at our 2018 annual stockholder meeting, our classified board structure will be phased outof Directors currently consists of nine members, comprised of Vann Avedisian, Joseph Boehm, Adrian Butler, Marla Gottschalk, David Head, David Near, Benjamin Rosenzweig, Todd Smith and beginning at such meeting, allRobert D. Wright. All current directors shall be electedare nominees for election for a term expiring at the next annual stockholder meeting. Mr. Lewis, Mr. Bassi and Ms. Gottschalk are Class I directors and are current nominees for election

CORPORATE GOVERNANCE

with a term expiring at our 2018 annual meeting of stockholders. Ms. Chapman-Hughes and Mr. Warschausky serve as Class II directors with a term expiring at our 2018 annual meeting of stockholders. Ms. Campbell, Mr. Ginsberg and Mr. Kanter serve as Class III directors with a term expiring at our 2018 annual meeting of stockholders.

2022 Annual Meeting. Our amended and restated bylaws (our “Bylaws”) provide that directors may only be removed for cause. To remove a director for cause,66-2/3% of the voting power of the outstanding voting stock must vote as a single class to remove the director at an annual or special meeting. Additionally, our certificate of incorporation provides that if a director is removed or if a vacancy occurs, due to either an increase in the size of the Board or the death, resignation, disqualification or other cause, the vacancy willmay be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum remain.quorum.

Board Leadership Structure

Mr. LewisBoehm currently serves as both our Chief Executive Officer and ourindependent Chairman of the Board. The Board appointed Mr. Boehm to the role of Chairman on March 19, 2021. Prior to that, Mr. Boehm had been a member of our Board of Directors since 2017. Our Board of Directors has carefully considered its leadership structure and believes at this time that the Company and its stockholders are best served by having one person serve both positions. We believe that combining the roles fosters accountability, effective decision-making and alignment between interestsoffices of Chairman of the Board of Directors and management. Mr. Lewis also is able to use thein-depth focus and perspective gained in his executive function to assist our Board of Directors in addressing both internal and external issues affecting the Company.

Our Board of Directors determined asCEO held by different individuals. As part of our corporate governance principles, and as required in our Bylaws, thatin the event the Chairman of the Board and CEO positions are ever recombined, or the Chairman of the Board is not otherwise independent, the Board of Directors shall appoint onean independent director to serve as lead independent director. Mr. Bassi is our lead director and his responsibilities include presiding over periodic meetings of our independent directors and overseeing the function of our Board of Directors and committees. The lead director is also responsible for providing leadership to our Board if any circumstances arise in which the role of the chairman may be, or may be perceived to be, in conflict. The Bylaws also provide that the chairperson of each of our committees will rotate at least once every three years. Our Board of Directors believes that these and other structural features of our Board structure provide for substantial independent oversight of the Company’s management.

Our Board of Directors recognizes that depending on future circumstances, other leadership models may become more appropriate. Accordingly, our Board of Directors will continue to periodically review its leadership structure.

Director Biographies

The following is a list of our current directors and candidates for director, their ages as of December 31, 2016,27, 2020, their occupation during the last five years and certain other biographical information:

		VANN AVEDISIAN Age: 56 Director Since: 2021 Committees: Audit
				Chicken salad with hot peppers

Aylwin Lewis,Experience 62,

Vann Avedisian, 56, has served as our Chief Executive Officerdirector since March 2021. Mr. Avedisian is the founder and Managing Director of Intrinsic Investment Holdings, a real estate and private equity vehicle (“Intrinsic”). From 2010 through 2021, Intrinsic partnered programmatically with Highgate Holdings, a fully integrated real estate investment firm that has acquired in excess of $10 billion of real estate assets and manages over 150+ hotels comprising approximately 40,000 rooms. Prior to founding Intrinsic, Mr. Avedisian co-founded Oxford Capital Partners (“Oxford”) and directed its real estate principal investments with an aggregate value in excess of $1 billion. Prior to founding Oxford, Mr. Avedisian was a Vice President at LaSalle Partners and a director since June 2008. From September 2005 to February 2008,Director and Shareholder of Citizens National Bank of Lake Geneva. Mr. Lewis served as Chief Executive Officer and PresidentAvedisian is currently on the Board of Sears Holdings Corporation. Prior to that, Mr. Lewis was President of Sears Holdings and Chief Executive Officer of Kmart and Sears Retail following Sears’ acquisition of Kmart Holding Corporation in 2005. Mr. Lewis had been president and Chief Executive Officer of Kmart since October 2004 until that acquisition. From January 2003 to October 2004, he was President, Chief Multi-Branding and Operating Officer of Yum! Brands, Inc. and served as Chief Operating Officer of Yum! Brands from December 1999 to January 2003. Mr. Lewis has nearly 30 years of experience in the restaurant industry. Mr. Lewis is also a memberTrustees of the boardWilliam Blair Mutual Funds where he is Chairman of directorsthe Nominating and Governance Committee and also serves on the Audit and Compliance Committees. Mr. Avedisian previously served on the Company’s Board of The Walt Disney CompanyDirectors from 2001 to 2015 and Marriott International, Inc. was Chairman of the Compensation and Organization Committee.

Skills and Qualifications

Our Board of Directors believes Mr. Lewis’Avedisian’s qualifications to serve as a member of our Board include his role as Chief Executive Officerfinancial expertise, his knowledge of our business and President, his extensive experience in the restaurant industrymanaging capital intensive operations, corporate finance and his leadership experience as an executive at publicly-traded companies in the restaurant and retail sectors.strategic advisory services.

		JOSEPH BOEHM Chairman of the Board Age: 34 Director Since: 2017 Committees: Nominating & Corporate Governance (Chair)
				Italian

Peter Bassi,Experience67,

Joseph Boehm, 34, has served as our director since October 2017. In January 2009.2021, Mr. Bassi retired in 2005Boehm founded and serves as ChairmanManaging Partner of Yum! Restaurants International (“YRI”), the international division of Yum! Brands, Inc., where heProvider Real Estate Partners, a real estate private equity fund management company. Prior to founding Provider Real Estate Partners, Mr. Boehm served as President beginning in July 1997a Portfolio Manager at Ancora Advisors, LLC, a registered investment advisor, since April 2014. Prior to Ancora, Mr. Boehm was an Analyst at Sigma Capital Management, a hedge fund, from February 2013 through March 2014. From 2010 to 2013, Mr. Boehm was an associate at Deutsche Bank, an investment bank.

Skills and was in charge of YRI’s Asian business prior to that. Yum! was created in 1997 in aspin-off from PepsiCo, Inc. Mr. Bassi joined PepsiCo in 1972 and served in various assignments at Pepsi Cola International, Pizza Hut (U.S. and International), Frito Lay and Taco Bell. From 2002 to 2009, Mr. Bassi served on the board of The Pep Boys – Manny, Moe & Jack; from 2008 to 2010, he served on the board of El Pollo Loco, Inc.; and from 2013 to 2015, he served on the board of AmRest Holdings SE. Mr. Bassi currently serves on the board of BJ’s Restaurants, Inc., Mekong Capital, a Vietnam private equity firm, and Yum China Holdings, Inc. Qualifications

Our Board of Directors believes Mr. Bassi’sBoehm’s qualifications to serve as a member of our Board include his extensive experience in the restaurant industry and his years of experience in his leadership roles as a director and executive officer.financial industries experience.

		ADRIAN BUTLER Age: 50 Director Since: 2019 Committees: Audit
				Italian
						CORPORATE GOVERNANCE

Experience

Ann-Marie Campbell, 51, has served as our director since August 2014. Ms. Campbell has been Executive Vice President – U.S. Stores for The Home Depot since February 2016. Ms. Campbell has worked for The Home Depot since 1985, progressing from associate, to district manager to vice president, prior to assuming her current position. From 2015 to 2016, Ms. Campbell served on the board of Barnes & Noble, Inc. Ms. Campbell serves on the board of Georgia State University’s Robinson College of Business and of Catalyst, a nonprofit dedicated to expanding opportunities for women and business. Our Board of Directors believes Ms. Campbell’s qualifications to serve as a member of our Board include her extensive experience in merchandising, sales and marketing.

Susan Chapman-Hughes, 48,Adrian Butler, 50, has served as our director since May 2014. Since December 2014, Ms. Chapman-Hughes has been2019. He currently serves as Chief Information Officer for Casey’s General Stores, a convenience store operator. From 2015 to 2020, he held the positions of Senior Vice President US Large Market,and Chief Information Officer for Dine Brands Global, Corporate Payments for American Express Company. PriorInc., a full-service dining company and franchisor of Applebee’s Grill + Bar and IHOP. From 2011 to assuming her current role, Ms. Chapman-Hughes2015, Mr. Butler was Senior Vice President US Account Development, Global Corporate Payments for American Express from November 2013 through December 2014;in the Technology Services division of Target Corporation.

Skills and she was the Senior Vice President, Global Real Estate & Workplace Enablement for American Express from July 2010 through November 2013. Before joining American Express Company, Ms. Chapman-Hughes was the Global CAO/Global Head of Operations and Strategy, Citi Realty Services for Citigroup, Inc. Ms. Chapman-Hughes serves on the board of trustees of the National Trust for Historic Preservation and the board of directors of A Better Chance, each of which is a national nonprofit organization. Our Board of Directors believes Ms. Chapman-Hughes’s qualifications to serve as a member of our Board include her real estate knowledge and her general management, innovation, financial and digital experience.Qualifications

Dan Ginsberg, 64, has served as our director since February 2014. Mr. Ginsberg was Chief Executive Officer of Dermalogica, a U.S.-based skincare brand, from January 2011 through August 2014 and has a comprehensive background in branding strategy, marketing, and advertising. Mr. Ginsberg’s previous roles include Chief Executive Officer of Red Bull, NA until 2007. Before his Red Bull service, Mr. Ginsberg had been an advertising and marketing executive who held executive positions at agencies such as NW Ayer and Cunningham & Walsh, and Chief Marketing Officer at Hardee’s. Our Board of Directors believes Mr. Ginsberg’sButler’s qualifications to serve as a member of our Board includes his extensive executive officerexpertise in information technology, digital, data and analytics, cyber security and experience as well as his marketing and branding expertise.in the food industry.

		MARLA GOTTSCHALK Age: 60 Director Since: 2009 Committees: Audit (Chair); Compensation
				Mediterranean with chicken on FLATS

Experience

Marla Gottschalk, 56, 60, has served as our director since November 2009. Ms. Gottschalk was Chief Executive Officer of The Pampered Chef Ltd., a marketer of kitchen tools, food products and cookbooks for preparing food in the home, from May 2006 until December 2013 and its President and Chief Operating Officer from December 2003 until May 2006. Ms. Gottschalk joined Pampered Chef from Kraft Foods, Inc., where she worked for 14 years in various management positions, including Senior Vice President of Financial Planning and Investor Relations for Kraft, Executive Vice President and General Manager of Post Cereal Division and Vice President of Marketing and Strategy of Kraft Cheese Division. Ms. Gottschalk is currently a member of the board of trustees of Underwriters Laboratories, a world leader in safety testing and certification, a strategic board advisor for Ocean Spray Cranberries, Inc., and sits on the board of directors for Big Lots, Inc. and Reynolds Consumer Products. She has previously served as a director of GATX Corp. and as a director of Visteon Corp.

Skills and Qualifications

Our Board of Directors believes Ms. Gottschalk’s qualifications to serve as a member of our Board include her extensive experience with global companies, her expertise in the food industry and her years of experience in operations and strategic management.

		DAVID HEAD Age: 64 Director Since: 2019 Committees: Compensation; Nominating & Corporate Governance
				A Wreck

Harvey Kanter,Experience 55,

David Head, 64, has served as our director since August 2015. Since January 2014,2019. Mr. KanterHead has served as Chairman and Chief Executive Officer of Primanti Brothers, which owns and Presidentoperates a chain of Blue Nile, Inc., an online retailer of diamonds and fine jewelry.casual dining restaurants, since 2013. Mr. Kanter joined Blue Nile in March 2012 as itsHead’s previous roles include Chief Executive Officer of O’Charley’s, which owns and President.operates a chain of casual dining restaurants, from 2010 to 2012 and Chief Executive Officer of Captain D’s LLC, which owns and operates a chain of quick service seafood restaurants, from 2006 to 2010. Prior to joining Blue Nile, from January 2009 through March 2012,Captain D’s LLC, Mr. Kanter wasHead served as the Chief Executive Officer of Romacorp, which operates and Presidentfranchises Tony Romas’ restaurants around the world and as the Chief Executive Officer of Moosejaw MountaineeringHoulihan’s Restaurant Group, which operates casual restaurant and Backcountry Travel, Inc., a premium outdoor apparel and gear retailer.bar locations throughout the United States. Mr. Kanter serves on the board of directors for Blue Nile, Inc. (and certain of its subsidiaries), for thenon-profit organization Jewelers for Children,Head previously served as a brand ambassador for the Fred Hutch Cancer Research Institute,director of Bob Evans Farms, O’Charley’s, Captain D’s, Sagittarius Brands and as an advisory board member to the Seattle University Executive MBA Program. Imvescor.

Skills and Qualifications

Our Board of Directors believes Mr. Kanter’s qualifications to serve as a member of our Board include his deep retail industry experience, brand expertise and leadership skills.

Carl Warschausky, 57, has served as our director since May 2015. Since January 2013, Mr. Warschausky has been the President and Chief Executive Officer of World Kitchen, LLC, a global housewares and consumer products manufacturer. Mr. Warschausky has been with World Kitchen, LLC since 2008, serving in various roles including Chief Operating Officer, President of the North America division, and Chief Financial Officer. Mr. Warschausky serves on the board of directors for World Kitchen, LLC. Our Board of Directors believes Mr. Warschausky’sHead’s qualifications to serve as a member of our Board include his extensive financeknowledge and general managementproven restaurant industry experience in dynamic industries, as well as his global perspectiverestaurant operations, food service and experience.production.

CORPORATE GOVERNANCE		DAVID NEAR Age: 51 Director Since: 2020 Committees: Compensation
				A Wreck

Experience

David Near, 51, has served as our director since May 2020. Mr. Near has been the managing partner of Ramen Tatsuya Holdings LLC, which manages Tatsuya Brands, since 2014, as well as the owner and co-president of Pisces Foods, L.P., a restaurant operating company, since 1995. In addition, Mr. Near previously operated The Wendy’s Company restaurants as a franchisee from 1995 to 2012. From 2006 to 2009, Mr. Near served as the Chief Operations Officer at The Wendy’s Company, which owns and operates a chain of quick service restaurants, where he was responsible for global operations, franchising, new store development, and served as a board member of Wendy’s National Advertising Program.

Skills and Qualifications

Our Board of Directors believes Mr. Near’s qualifications to serve as a member of our Board include his experience and expertise in operations and franchising in the restaurant industry.

		BENJAMIN ROSENZWEIG Age: 35 Director Since: 2018 Committees: Compensation (Chair)
				Turkey Breast

Experience

Benjamin Rosenzweig, 35, has served as our director since April 2018. Mr. Rosenzweig serves as a Partner at Privet Fund Management, LLC (“Privet”), an investment firm. Mr. Rosenzweig joined Privet in September 2008. Prior to joining Privet in September 2008, Mr. Rosenzweig served as an investment banking analyst in the Corporate Finance group of Alvarez and Marsal, where he completed multiple distressed mergers and acquisitions, restructurings, capital formation transactions and similar financial advisory engagements across several industries. Mr. Rosenzweig has served on the Board of Directors of Synalloy Corporation, a manufacturer of metals and chemicals, since July 2020; Hardinge Inc., a designer, manufacturer and distributor of machine tools, since October 2015; and PFSweb, Inc., a global commerce service provider, since May 2013. Mr. Rosenzweig served on the Boards of Directors of Cicero, Inc., a provider of desktop activity intelligence, from February 2017 to March 2020 and StarTek, Inc., a customer engagement business process outsourcer, from May 2011 to December 2018. During his time on the Board for StarTek, Mr. Rosenzweig was Chairman of the Audit Committee. Mr. Rosenzweig served as a Director of RELM Wireless Corporation, a manufacturer of wireless communications equipment, from September 2013 to September 2015.

Skills and Qualifications

Our Board of Directors believes Mr. Rosenzweig’s qualifications to serve as a member of our Board include his financial advisory experience across multiple industries.

		TODD SMITH Age: 43 Director Since: 2020 Committees: Nominating & Corporate Governance
				A Wreck with extra mayo and mustard

Experience

Todd Smith, 43, has served as our director since May 2020. Since 2017, Mr. Smith has been the Chief Concept Officer of Cafe Rio Mexican Grill, which owns and operates a chain of casual dining restaurants and a partner in CoreLife Eatery, which owns and operates restaurants focused on healthy, active lifestyles. Mr. Smith worked at Sonic Drive-in, which owns and operates a chain of quick service restaurants, from 2012 to 2017, ultimately serving as its President and Chief Marketing Officer. Prior to Sonic Drive-in, Mr. Smith worked in the marketing divisions for Yum! Brands and Wendy’s International.

Skills and Qualifications

Our Board of Directors believes Mr. Smith’s qualifications to serve as a member of our Board includes his leadership and marketing experience in the restaurant industry.

		ROBERT D. WRIGHT Age: 53 Director Since: 2020 Committees: None
				Italian on white with peppers, mustard, lettuce and pickles

Experience

Robert D. Wright, 53, has served has served as our President and CEO and a director since July 2020. Prior to joining Potbelly, Mr. Wright served as Chief Executive Officer of The Wendy’s Company, which owns and operates a chain of quick service restaurants, from December 2013 to May 2019. Prior to that, Mr. Wright served in leadership roles with other restaurant brands, including Charley’s Philly Steaks, Checker’s Drive-In Restaurants, Inc. and Domino’s Pizza, Inc.

Skills and Qualifications

Our Board of Directors believes Mr. Wright’s qualifications to serve as a member of our Board includes his role as CEO and President, his leadership experience as an executive at publicly-traded companies in the restaurant sector and his extensive experience in the restaurant industry.

Board Meetings

Our Board of Directors held six26 meetings during our fiscal 2016.year ended December 27, 2020. In 2016,2020, each of our directors attended at least 75% of the aggregate number of meetings held by the Board of Directors, and the committees on which the director served, when such director was a member of the Board of Directors.Directors or such committee. Under our corporate governance guidelines, each director is expected to make every effort to attend each Board meeting and each meeting of any committee on which he or she sits.

The Company’s directors are encouraged to attend our annual meeting of stockholders,Annual Meeting, but we do not currently have a policy relating to directors’ attendance at these meetings. All of our directors serving at the time except Ms. Chapman-Hughes and Mr. Ginsburg virtually attended our 2016 annual meeting2020 Annual Meeting of stockholders.Stockholders.

Board Committees

Our Board of Directors has established three standing committees to assist it with its responsibilities. The composition and responsibilities of each committee are described below. The membership and responsibilities of each committee comply with the listing requirements of NASDAQ. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. A new chairperson of each committee is appointed at least once every three years. In the future, the Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The purpose of the audit committeeAudit Committee is set forth in the audit committeeAudit Committee charter and is primarily to assist the Board in overseeing:

The audit committeeAudit Committee currently consists of Ms. Chapman-Hughes, Mr. Ginsberg,Avedisian, Mr. Butler, and Ms. Gottschalk, and Mr. Warschausky and the chairperson is Mr. Warschausky.Ms. Gottschalk. Our Board of Directors has affirmatively determined that each of these audit committeeAudit Committee members meets the additional heightened independence criteria applicable to directors serving on the audit committeeAudit Committee under NASDAQ and SEC rules. Our Board of Directors has also determined that each of Ms. Chapman-Hughes, Mr. Ginsberg, Ms. Gottschalk, and Mr. Warschauskythese Audit Committee members meet the requirements for financial literacy under the applicable NASDAQ rules and that each is an “audit committee financial expert” under SEC rules. Our Board of Directors has adopted a written charter under which the audit committeeAudit Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and NASDAQ, is available on our website athttp://investors.potbelly.com/governance-documents.cfmcorporate-governance/governance-documents.

The audit committeeAudit Committee held five5 meetings during the fiscal year 2016.ended December 27, 2020.

Nominating and Corporate Governance Committee

The purpose of the nominatingNominating and corporate governance committeeCorporate Governance Committee is set forth in the nominatingNominating and corporate governance committeeCorporate Governance Committee charter and is primarily to:

The nominatingNominating and corporate governance committeeCorporate Governance Committee consists of Mr. Bassi, Ms. Chapman-HughesBoehm, Mr. Head and Mr. GinsbergSmith, and the chairperson is Mr. Bassi.Boehm. Our Board of Directors has affirmatively determined that each of these Nominating and Corporate Governance Committee members meets the independence criteria applicable to directors serving on the Nominating and Corporate Governance Committee under NASDAQ and SEC rules. Our Board of Directors has adopted a written charter under which the nominatingNominating and corporate governance committeeCorporate Governance Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and NASDAQ, is available on our website athttp://investors.potbelly.com/governance-documents.cfmcorporate-governance/governance-documents.

The nominatingNominating and corporate governance committeeCorporate Governance Committee held four6 meetings during the fiscal year 2016.ended December 27, 2020.

Compensation Committee

The purpose of the compensation committeeCompensation Committee is set forth in the compensation committeeCompensation Committee charter and is primarily to:

For more information regarding the process and procedures regarding the determination of executive and director compensation, see “Executive“Director Compensation” and Director Compensation.such information regarding named executive officer compensation, see “Compensation Discussion and Analysis.”

The compensation committeeCompensation Committee consists of Ms. Campbell, Ms. Gottschalk, Mr. Head, Mr. Near and Mr. KanterRosenzweig, and the chairperson is Ms. Gottschalk.Mr. Rosenzweig. Our Board of Directors has affirmatively determined that each of these compensation committeeCompensation Committee members meets the additional, heightened independence criteria applicable to directors serving on the compensation committeeCompensation Committee under NASDAQ and SEC rules. Our Board of Directors has adopted a written charter under which the compensation committeeCompensation Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and NASDAQ, is available on our website athttp://investors.potbelly.com/governance-documents.cfmcorporate-governance/governance-documents.

The compensation committeeCompensation Committee held six meetingsduring5 meetings during the fiscal year 2016.ended December 27, 2020.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committeeCompensation Committee is, or has at any time been, an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our compensation committeeCompensation Committee during the fiscal 2016.year ended December 27, 2020. No directors served on our compensation committeeCompensation Committee in 20162020 other than Ms. Campbell, Ms. Gottschalk, Mr. Head, Mr. Near and Mr. Kanter, the directors currently serving on such committee,Rosenzweig, and Dan Levitan,Ms. Chapman-Hughes, who resigned as a director offrom the Company in February 2016.Board effective June  8, 2020.

Board’s Role in Risk Oversight

The entire Board of Directors is engaged in risk management oversight. At the present time, the Board of Directors has not established a separate committee to facilitate its risk oversight responsibilities. The Board of Directors expects to continue to monitor and assess whether such a committee would be appropriate. The audit committeeAudit Committee assists the Board of Directors in its oversight of our risk management and the process established to identify, measure, monitor, and manage risks, in particular major financial risks. The compensation committeeCompensation Committee assesses risks arising from our compensation policies and practices. The Board of Directors receives regular reports from management, as well as from the audit committeeAudit Committee and compensation committee,Compensation Committee, regarding relevant risks and the actions taken by management to address those risks.

Policy for Director Recommendations

Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for reviewing and making recommendations to our Board of Directors regarding nominations of candidates for election as a director of the Company. The nominatingNominating and corporate governance committeeCorporate Governance Committee identifies new director candidates through a variety of sources. The committee will consider director candidates recommended by stockholders in the same manner it considers other candidates, but it has no obligation to

CORPORATE GOVERNANCE

recommend such candidates. A stockholder that wants to recommend a candidate for election to the Board of Directors should send a recommendation in writing to Potbelly Corporation, 111 North Canal Street, Suite 850,325, Chicago, Illinois 60606, Attention: Corporate Secretary. Such recommendation should describe the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director.

Stockholders may also nominate directors at the annual meeting by adhering to the advance notice procedure described under “Stockholder Proposals for the 20182022 Annual Meeting” elsewhere inon page 53 of this Proxy Statement.

The nominatingNominating and corporate governance committeeCorporate Governance Committee works with the Board on an annual basis to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board and the nominatingNominating and corporate governance committeeCorporate Governance Committee will take into account factors such as the individual’s general understanding of disciplines relevant to the success of a publicly traded company; understanding of Potbelly’s business; education and professional background, including current employment and other board memberships; reputation for integrity; and any other factors they consider to be relevant. ThePursuant to the provisions of our Corporate Governance Guidelines, the Board will endeavor to reflect the diversity of Potbelly’s stockholders, employees and customers and the communities it serves.we serve. Additionally, in determining whether to recommend a director forre-election, the nominatingNominating and corporate governance committeeCorporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

If the nominatingNominating and corporate governance committeeCorporate Governance Committee determines that an additional or replacement director is required, the committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation and engagement of an outside search firm to gather additional information. From time to time for a fee, Potbelly has used the executive search firm, Amrop Knightsbridge,Spencer Stuart, to identify and evaluate or assist in identifying and evaluating potential candidates for election as directors. Amrop Knightsbridge has recommended candidates

Cooperation Agreement

On March 26, 2021, we entered into a cooperation agreement (the “Cooperation Agreement) with Intrinsic Investment Holdings, LLC, the Vann A. Avedisian Trust U/A 8/29/85 and Vann A. Avedisian (collectively, with each of their respective affiliates, the “Intrinsic Investors”) with respect to various matters involving nominees to our Board, voting obligations, and related corporate governance matters. See “Related Party Transactions – Cooperation Agreement” for director in the past.additional information relating to this agreement.

Communication with the Board

Stockholders and other parties interested in communicating directly with one or more individual directors or with thenon-management directors as a group, may do so by writing to the individual director or group, c/o Potbelly Corporation, 111 North Canal Street, Suite 850,325, Chicago, Illinois 60606, Attention: Corporate Secretary. The Board has directed our corporate secretary to forward stockholder communications to our chairman and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use his or her discretion to refrain from forwarding the following: sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive and was addressed previously in some manner; and other correspondence unrelated to the Board of Director’s corporate governance and oversight responsibilities.