Potbelly Corporation announced Monday that it has reached an agreement with shareholders led by Vann A. Avedisian to appoint David J. Near and Todd W. Smith to the company’s board of directors, effective immediately. With the appointments of Messrs. Near and Smith, the board will be comprised of 10 directors, nine of whom are independent.

Dan Ginsberg, chairman of the board of Potbelly, commented, “We are pleased to have reached this agreement and welcome Dave and Todd to the Board. Prior to the COVID-19 pandemic our turnaround plan was gaining traction, and with Dave and Todd’s expertise, we look forward to executing our strategic priorities to enhance value for our shareholders.”

On behalf of the shareholder investors, Avedisian said, “We believe that Dave and Todd will be invaluable additions to Potbelly’s Board and are confident their deep restaurant operating experience, including Dave’s tenure as Chief Operations Officer of Wendy’s and Todd’s as President and CMO of Sonic Drive-In, will be invaluable to Potbelly.”  

Pursuant to the agreement, the Board also agreed to include Near and Smith in Potbelly’s slate of nominees for election to the board at the 2020 Annual Meeting. The shareholder investors agreed to vote in favor of all of the company’s nominees at the 2020 Annual Meeting and have withdrawn their nomination notice. The agreement will be included as an exhibit to the company’s current report on Form 8-K which will be filed with the Securities and Exchange Commission.

Potbelly is represented by Sidley Austin LLP and Mayer Brown LLP.  The Shareholder Investors are represented by Cadwalader, Wickersham & Taft LLP.