UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): August 5, 2015
Potbelly Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-36104
| Delaware | 36-4466837 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
111. N. Canal, Suite 850
Chicago, Illinois 60606
(Address of principal executive offices, including zip code)
(312) 951-0600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240 13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 5, 2015, the Board of Directors (the “Board”) of Potbelly Corporation (the “Company”) increased the size of the Board to ten members, and appointed Harvey Kanter, 53, as a member of the Board to fill a vacancy created by the increase. Mr. Kanter has been designated as a Class III director and will serve until the 2016 annual meeting of the Company’s stockholders or until his successor has been duly elected and qualified. Mr. Kanter was also appointed to the Compensation Committee of the Board. Mr. Kanter is currently the Chief Executive Officer and President of Blue Nile, Inc., an online diamond and fine jewelry retailer.
There are no arrangements or understandings between Mr. Kanter and any other persons pursuant to which he was selected as a director. Mr. Kanter will be eligible to receive the standard compensation paid to non-employee/non-investor directors for 2015 previously disclosed by Potbelly. Neither the Company nor the Board is aware of any transaction in which Mr. Kanter has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Kanter will be indemnified by the Company pursuant to the Company’s Seventh Amended and Restated Certificate of Incorporation and Amended and Restated By-laws for actions associated with being a director. In addition, the Company has entered into an indemnification agreement with Mr. Kanter, 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. Kanter is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release issued by the Company on August 6, 2015. | |
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: August 6, 2015 | Potbelly Corporation | |||||
| By: | /s/ Michael Coyne | |||||
| Name: | Michael Coyne | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release issued by the Company on August 6, 2015. | |