Current Report Filing (8-k)
December 01 2017 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 1, 2017
Potbelly Corporation
(Exact name of registrant as specified in its charter)
Commission
File Number:
001-36104
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Delaware
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36-4466837
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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111 N. Canal Street, Suite 850
Chicago, Illinois 60606
(Address of principal executive offices, including zip code)
(312)
951-0600
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicated 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).
Emerging growth company ☒
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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 1, 2017, Potbelly Corporation (the Company) announced the appointment of Alan Johnson, age 58, as President and
Chief Executive Officer, effective as of November 29, 2017. The Companys Board of Directors also increased the size of the Board to nine members and appointed Mr. Johnson to its Board of Directors to serve an initial term until the
2018 Annual Meeting.
Mr. Johnson was previously the founder of AJ Consulting, where he provided consulting services from September
2015 through November 2017. Prior to that, he was the Chief Executive Officer of BevMo!, a specialty retailer of alcoholic beverages and related products, from April 2007 through September 2015. Mr. Johnson holds a Bachelor of Business degree
from the University of Technology in Sydney, Australia.
Under to the terms of his employment agreement (Executive Employment
Agreement), dated November 29, 2017, Mr. Johnson will be paid an annual base salary of $725,000. Mr. Johnsons Executive Employment Agreement also provides, among other things, that: (i) he is eligible to receive a
discretionary bonus at a target rate of 100% of his base salary based on the attainment of performance targets as determined by the Companys Board of Directors or its Compensation Committee; (ii) he shall not be eligible for any equity
grants in calendar year 2018, but for years after 2018 he shall be eligible for equity grants with an annual target award value of $1,000,000; (iii) the Company shall reimburse all reasonable business expenses incurred by Mr. Johnson in
performing services to the Company; and (iv) severance and change of control benefits contingent upon Mr. Johnson agreeing to a general release of claims in favor of the Company following termination of employment. Mr. Johnson will
also be eligible to participate in all customary employee benefit plans or programs of the Company generally made available to the Companys senior executive officers. Mr. Johnson has agreed to observe the Companys standard
confidentiality and
non-compete
agreement. Mr. Johnsons employment is
at-will
and may be terminated at any time for any reason.
The foregoing description of the Executive Employment Agreement is not complete and is qualified in its entirety by reference to the Executive
Employment Agreement which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated in this Item 5.02 in its entirety by reference.
In connection with the signing of his Executive Employment Agreement, the Company granted Mr. Johnson 78,125 restricted stock units
(RSUs) and 200,401 stock options (Options). The RSUs shall vest in equal installments on each anniversary of the grant date over a period of three years. The Options shall vest in equal installments on each anniversary of the
grant date over a period of four years. The RSUs and Options were granted on November 29, 2017 and the Options have an exercise price of $12.80 per share, the closing price of the Companys common stock as of November 29, 2017. The
equity award was granted under the Amended and Restated Potbelly Corporation 2013 Long-Term Incentive Plan; which is filed as Exhibit 10.1 to the Companys Current Report on Form
8-K,
filed with the
Securities and Exchange Commission on August 4, 2016.
There are no family relationships between Mr. Johnson and any director or
executive officer of the Company (or person nominated or chosen to become a director or executive officer of the Company), and Mr. Johnson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation
S-K.
Item 7.01.
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Regulation FD Disclosure.
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On December 1, 2017, the Company issued a press release announcing the
appointment of Alan Johnson as President and Chief Executive Officer of the Company, as noted in Item 5.02 above. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item
7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth be specific reference to such filing.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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.
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Date: December 1, 2017
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Potbelly Corporation
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By:
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/s/ Michael Coyne
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Name:
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Michael Coyne
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Title:
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Chief Financial Officer
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