| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) On May 16, 2019, the Board of Directors (the “Board”) of Potbelly Corporation (the “Company”) appointed Adrian Butler, 49, as a member of the Board to fill one of the vacancies created when Peter Bassi,Ann-Marie Campbell and Harvey Kanter did not stand for election at the Annual Meeting of the Shareholders, and decreased the size of the Board to seven members to eliminate the remaining vacancies. Mr. Butler will serve until the 2020 annual meeting of the Company’s stockholders or until his successor has been duly elected and qualified. Mr. Butler was also appointed to the Audit Committee of the Board. Mr. Butler is currently the Senior Vice President, Chief Information Officer of Dine Brands Global, a full-service restaurant company whose brands include Applebee’s Neighborhood Grill + Bar and IHOP.
There are no arrangements or understandings between Mr. Butler and any other persons pursuant to which he was selected as a director. Mr. Butler will be eligible to receive the standard compensation paid tonon-employee directors for as previously disclosed by Potbelly. Neither the Company nor the Board is aware of any transaction in which Mr. Butler has an interest requiring disclosure under Item 404(a) of RegulationS-K.
Mr. Butler will be indemnified by the Company pursuant to the Company’s Seventh Amended and Restated Certificate of Incorporation and Amended and RestatedBy-laws for actions associated with being a director. In addition, the Company has entered into an indemnification agreement with Mr. Butler, which provides for indemnification to the fullest extent permitted under Delaware law. The indemnification agreement is substantially identical to the form of agreement executed by the Company’s other directors and executive officers.
A copy of the Company’s press release announcing the appointment of Mr. Butler is attached hereto as Exhibit 99.1.
(e) At the Potbelly Corporation annual meeting of shareholders held on May 16, 2019, the Company’s shareholders approved the Potbelly Corporation 2019 Long-Term Incentive Plan (“LTIP”), to, among other things, increase the number of shares available for issuance. The number of shares available for issuance under the LTIP is equal to the sum of (i) 1,200,000 shares, plus (ii) the number of shares that are available under the Amended and Restated Potbelly Corporation 2013 Long-Term Incentive Plan (the “Prior Plan”) immediately prior to the approval of the LTIP. No new award can be made under the Prior Plan. Pursuant to the LTIP, the Company may grant awards to any officer, director, employee, consultant, independent contractor or agent of the Company and/or a related company, and persons who are expected to become an officer, director, employee, consultant, independent contractor or agent of the Company or a related company.
A more complete description of the LTIP is contained in the Company’s Proxy Statement, dated April 2, 2019 (the “Proxy Statement”), as filed with the Securities and Exchange Commission (the “Commission”), under the heading “Proposal 5 Approval of the Potbelly Corporation 2019 Long-Term Incentive Plan,” which is incorporated by reference. The description of the LTIP set forth in the Proxy Statement is qualified in its entirety by reference to the complete text of the LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
We held our annual meeting of shareholders on May 16, 2019. At the annual meeting, shareholders voted in favor of the election of six directors, Joseph Boehm, Susan Chapman-Hughes, Dan Ginsberg, Marla Gottschalk, Alan Johnson, and Benjamin Rosenzweig, to our Board of Directors; voted in favor of the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019; approved, by anon-binding advisory vote, a resolution to approve the Company’s 2018 named executive officer compensation; approved, by anon-binding advisory vote, to consider future advisory votes to approve the Company’s named executive officer compensation every year; and approved our Potbelly Corporation 2019 Long-Term Incentive Plan. The final voting results were as follows:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Joe Boehm | | 15,492,542 | | 83,626 | | 6,540,780 |
| Susan Chapman-Hughes | | 15,088,938 | | 487,230 | | 6,540,780 |
| Dan Ginsberg | | 15,087,174 | | 488,994 | | 6,540,780 |
| Marla Gottschalk | | 15,088,951 | | 487,217 | | 6,540,780 |
| Alan Johnson | | 15,513,007 | | 63,161 | | 6,540,780 |
| Benjamin Rosenzweig | | 15,343,130 | | 233,038 | | 6,540,780 |
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