Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.53M
2: EX-21.1 EX-21.1 Listing of Subsidiaries HTML 26K
3: EX-23.1 EX-23.1 Consent of Independent Registered Public HTML 26K
Accounting Firm
7: EX-97.1 EX-97.1 Noodles & Company Dodd Frank Clawback HTML 35K Policy
4: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
13: R1 Cover HTML 91K
14: R2 Audit Information HTML 30K
15: R3 Consolidated Balance Sheets HTML 137K
16: R4 Consolidated Balance Sheets (Parenthetical) HTML 47K
17: R5 Consolidated Statements of Operations HTML 105K
18: R6 Consolidated Statements of Stockholders' Equity HTML 72K
19: R7 Consolidated Statements of Cash Flows HTML 111K
20: R8 Business and Summary of Significant Accounting HTML 60K
Policies
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22: R10 Goodwill and Intangible Assets HTML 41K
23: R11 Long-Term Debt HTML 37K
24: R12 Fair Value Measurements HTML 32K
25: R13 Restaurant Impairments, Closure Costs and Asset HTML 43K
Disposals
26: R14 Income Taxes HTML 94K
27: R15 Stockholders' Equity HTML 38K
28: R16 Stock-Based Compensation HTML 63K
29: R17 Earnings (Loss) Per Share HTML 44K
30: R18 Employee Benefit Plans HTML 32K
31: R19 Leases HTML 167K
32: R20 Supplemental Disclosures to Consolidated HTML 34K
Statements of Cash Flows
33: R21 Commitments and Contingencies HTML 29K
34: R22 Related Party Transactions HTML 31K
35: R23 Revenue Recognition HTML 33K
36: R24 Pay vs Performance Disclosure HTML 37K
37: R25 Insider Trading Arrangements HTML 31K
38: R26 Business and Summary of Significant Accounting HTML 106K
Policies (Policies)
39: R27 Business and Summary of Significant Accounting HTML 29K
Policies (Tables)
40: R28 Supplemental Financial Information (Tables) HTML 77K
41: R29 Goodwill and Intangible Assets (Tables) HTML 54K
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Disposals (Tables)
43: R31 Income Taxes (Tables) HTML 92K
44: R32 Stock-Based Compensation (Tables) HTML 52K
45: R33 Earnings (Loss) Per Share (Tables) HTML 41K
46: R34 Leases (Tables) HTML 112K
47: R35 Supplemental Disclosures to Consolidated HTML 33K
Statements of Cash Flows (Tables)
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Policies - Business (Details)
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Policies - Cash and Cash Equivalents (Details)
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Policies - Accounts Receivable (Details)
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Policies - Inventories (Details)
52: R40 Business and Summary of Significant Accounting HTML 44K
Policies - Property and Equipment (Details)
53: R41 Business and Summary of Significant Accounting HTML 37K
Policies - Goodwill and Intangibles (Details)
54: R42 Business and Summary of Significant Accounting HTML 27K
Policies - Debt Issuance Costs (Details)
55: R43 Business and Summary of Significant Accounting HTML 38K
Policies - Revenue Recognition and Franchise
(Details)
56: R44 Business and Summary of Significant Accounting HTML 27K
Policies - Advertising and Marketing Costs
(Details)
57: R45 Supplemental Financial Information - Accounts HTML 36K
Receivable (Details)
58: R46 Supplemental Financial Information - Prepaid HTML 36K
Expenses and Other Assets (Details)
59: R47 Supplemental Financial Information - Property and HTML 40K
Equipment (Details)
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Payroll and Benefits (Details)
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Expense and Other Liabilities (Details)
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Aggregate Future Amortization Expense (Details)
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Disposals - Narrative (Details)
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Taxes (Details)
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80: R68 Leases - Supplemental Balance Sheet Information HTML 49K
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Statements of Cash Flows (Details)
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‘EX-97.1’ — EX-97.1 Noodles & Company Dodd Frank Clawback Policy
Noodles & Company (“Company”) has adopted this clawback policy (the “Policy”) as a supplement to any other clawback policies in effect now or in the future at the Company. This Policy shall be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D
and the related listing rules of the national securities exchange or national securities association (“Exchange”) on which the Company has listed securities, and, to the extent this Policy is any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules. Except as otherwise determined by the Compensation Committee of the Board of Directors (the “Committee”), the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder
or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recoupment Arrangements”). The remedies provided for in this Policy are not exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
1. Definitions. 17 C.F.R. §240.10D-1(d) defines the terms “Executive Officer,”“Financial Reporting Measure,”“Incentive-Based Compensation,” and “Received.” As used herein, these terms shall have the same meaning as in that regulation.
2. Application
of the Policy. This Policy shall only apply in the event that the issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
3. Recovery Period. The Incentive-Based Compensation subject to clawback is the Incentive-Based Compensation Received during the three completed fiscal years immediately preceding the date that the issuer is required to prepare an accounting restatement as described in section 2, provided that the person served as
an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to 17 C.F.R. §240.10D-1(b)(1)(ii).
(a) Notwithstanding the foregoing, the Policy shall only apply if the Incentive-Based Compensation is Received (1) while the issuer has a class of securities listed on an Exchange and (2) on or after October 2, 2023.
(b) See 17 C.F.R. §240.10D-1(b)(1)(i) for certain circumstances under which the Policy will apply to Incentive-Based Compensation received during a transition period arising due to a change in the
Company’s fiscal year.
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to the Policy (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been
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Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid.
(a) For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation
directly from the information in an accounting restatement: (1) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (2) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
5. The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Committee shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such
determination shall be consistent with any applicable legal guidance, by the SEC, judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Committee is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement. The Committee will determine, in its sole discretion, the method for reimbursement and/or forfeiture, as the case may be, of any Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following: requiring reimbursement of cash Erroneously Awarded Compensation previously paid; seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; cancelling or rescinding some or all outstanding vested or unvested equity-based awards; adjusting or withholding from unpaid compensation or other set-off; cancelling or setting-off against planned
future grants of equity-based awards; and/or any other method authorized by applicable law or contract. against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by applicable laws, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recoupment Arrangements, the amount of Erroneously Awarded Compensation already recovered by the
Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person. No recovery of compensation under this Policy will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive termination” (or any similar terms) as such terms are used in any agreement between the Company and any Executive Officer covered by this Policy.
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered and the Committee has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously
Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange.
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(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the
Company shall obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and shall provide such opinion to the Exchange.
(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
6. Committee Decisions. Decisions of the Committee with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this policy, unless determined to be an abuse of discretion.
7. No
Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation.
8. Agreement to Policy by Executive Officers. The Committee shall take reasonable steps to inform Executive Officers of this Policy and obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by the Executive Officer.
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Dates Referenced Herein and Documents Incorporated by Reference
