UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Noodles & Company
(Name of Issuer)
Class A Common Stock, par value $0.01 per
share
(Title of Class of Securities)
65540B105
(CUSIP Number)
Hoak Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 2024
(Date of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| 1 |
NAME OF REPORTING PERSONS
Hoak Public Equities, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a) ☒
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,250,000 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
3,250,000 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,250,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.17%* |
| 14 |
TYPE OF REPORTING PERSON
PN |
* This calculation is based upon 45,346,349 shares of Class A Common Stock,
$0.01 par value per share (“Common Stock”) of Noodles & Company (the “Issuer”) outstanding
as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”)
on May 9, 2024.
| 1 |
NAME OF REPORTING PERSONS
Hoak Fund Management, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a) ☒
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,250,000 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
3,250,000 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,250,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.17%* |
| 14 |
TYPE OF REPORTING PERSON
PN |
* This calculation is based upon 45,346,349 shares
of Common Stock of the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9,
2024.
1 |
NAME OF REPORTING PERSONS
Hoak & Co.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a) ☒
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,250,000 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
3,250,000 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,250,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.17%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* This calculation is based upon 45,346,349 shares
of Common Stock of the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9,
2024.
| 1 |
NAME OF REPORTING PERSONS
J. Hale Hoak |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a) ☒
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,650,000* |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
3,650,000* |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.05%** |
| 14 |
TYPE OF REPORTING PERSON
IN |
* Includes (1) 3,250,000 shares of Common Stock of the Issuer held directly
by Hoak Public Equities, L.P., (2) 200,000 shares of Common Stock of the Issuer held by J. Hale Hoak (of which 100,000 shares of Common
Stock are held in the name of J. Hale Hoak Child’s Trust), and (3) 200,000 shares of Common Stock of the Issuer held by Zierk Family
2010 Irrevocable Trust, of which J. Hale Hoak serves as trustee.
** This calculation is based upon 45,346,349 shares
of Common Stock of the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9,
2024.
1 |
NAME OF REPORTING PERSONS
James M. Hoak Jr. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a) ☒
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,900,000* |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
3,900,000* |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,900,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.60%** |
| 14 |
TYPE OF REPORTING PERSON
IN |
* Includes (1) 3,250,000 shares of Common Stock of the Issuer held directly
by Hoak Public Equities, L.P., and (2) 650,000 shares of Common Stock of the Issuer held in the James M. Hoak Jr. IRA.
** This calculation is based upon 45,346,349 shares of Common Stock of
the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9, 2024.
1 |
NAME OF REPORTING PERSONS
Zierk Family 2010 Irrevocable Trust
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a) ☒
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
200,000 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
200,000 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.41%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* This calculation is based upon 45,346,349 shares
of Common Stock of the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9,
2024.
1 |
NAME OF REPORTING PERSONS
Britain Peakes
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a) ☒
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
25,113* |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
25,113* |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,113 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
* Includes (1) 24,774 shares of Common Stock of the Issuer held directly
by Britain Peakes, and (2) 339 shares of Common Stock of the Issuer held in the Britain Peakes Rollover IRA.
** This calculation is based upon 45,346,349 shares
of Common Stock of the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9,
2024.
This Amendment No. 3 to Schedule 13D (“Amendment
No. 3”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”)
on June 23, 2023 (the “Original 13D”) as amended by Amendment No. 1 to Schedule 13D filed with the SEC on August 17,
2023 (“Amendment No. 1”) as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 22, 2024 (“Amendment
No. 2, and together with the Original 13D, Amendment No. 1, and Amendment No. 3, the “Schedule 13D”). Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original 13D.
This Amendment No. 3 is being filed to make amendments
to the Schedule 13D as follows:
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended to add
the following:
Britain Peakes is hereby added as a Reporting Person.
Ms. Peakes was appointed as a director of the Issuer on June 10, 2024 pursuant that certain Support Agreement, as further described under
Item 6. Ms. Peakes is a Vice President and investment professional of Hoak & Co. Her principal office and business address is c/o
Hoak & Co, 3963 Maple Avenue, Suite 450, Dallas, TX 75219. During the last five years, Ms. Peakes has neither been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Ms. Peakes is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and restated
in its entirety as follows:
The total amount of funds used for the purchase of
Common Stock by HPE was $12,840,173.75 . All of the shares of Common Stock beneficially owned by HPE were paid for using working capital
of HPE. Hoak Management and Hoak & Co. do not directly hold any Common Stock but may be deemed to beneficially own the Common Stock
owned by HPE.
Each of James M. Hoak, Jr. and J. Hale Hoak may also
be deemed to beneficially own the Common Stock owned by HPE. The total amount of funds used for the purchase of the remaining Common Stock
reported by James M. Hoak, Jr., was $2,432,492.87 (all such 650,000 shares held in the James M. Hoak, Jr. IRA), such shares being paid
for using personal funds. The total amount of funds used for the purchase of the Common Stock reported by the Zierk Trust was $622,823.06.
J. Hale Hoak (in his capacity as trustee of the Zierk Trust) may also be deemed to beneficially own the Common Stock owned by the Zierk
Trust. The total amount of funds used for the purchase of the remaining Common Stock reported by J. Hale Hoak (of which 100,000 shares
are held in J. Hale Hoak Child’s Trust), was $612,319.37, such shares being paid for using personal funds.
The total amount of funds used for the purchase of
the Common Stock reported by Britain Peakes was $936.23 (all such 339 shares held in the Britain Peakes Rollover IRA), such shares being
paid for using personal funds. In addition, Britain Peakes owns 24,774 shares of Common Stock which she received upon settlement of restricted
stock units granted in connection with her appointment to the board of directors of the Issuer on June 10, 2024. Ms. Peakes may be deemed
to beneficially own the Common Stock held by HPE, but Ms. Peakes disclaims beneficial ownership of any Common Stock owned by HPE or any
other Reporting Person.
| Item 4. | Identity and Background. |
Item 4 of the Schedule 13D is hereby amended to add
the following:
As described under Item 6, on June 6, 2024, the Reporting Persons (including
Ms. Peakes) entered into a Support Agreement and Confidentiality Agreement with the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended by amending
and replacing in their entirety each of Items 5(a) and 5(c) as follows:
| (a) | As of the date of this Schedule 13D, based upon 45,346,349 shares of Common
Stock of the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9, 2024: |
| i. | HPE directly owns an aggregate of 3,250,000 shares of Common Stock, representing
approximately 7.17% of the outstanding Common Stock. |
| ii. | Hoak Management, in its capacity as HPE’s general partner, may be
deemed to beneficially own an aggregate of 3,250,000 shares of Common Stock, representing approximately 7.17% of the outstanding Common
Stock. |
| iii. | Hoak and Co., in its capacity as the general partner of Hoak Management,
may be deemed to beneficially own an aggregate of 3,250,000 shares of Common Stock, representing approximately 7.17% of the outstanding
Common Stock. |
| iv. | The Zierk Trust owns an aggregate of 200,000 shares of Common Stock, representing
approximately 0.41% of the outstanding Common Stock. |
| v. | James M. Hoak, Jr. (1) directly owns an aggregate of 650,000 shares of Common
Stock (held in the James M. Hoak, Jr. IRA) and (2) in his capacity as Hoak & Co.’s controlling shareholder and Chairman may
be deemed to beneficially own 3,250,000 shares of Common Stock, for an aggregate of 3,900,000 shares of Common Stock, representing approximately
8.60% of the outstanding Common Stock. |
| vi. | J. Hale Hoak (1) directly owns an aggregate of 200,000 shares of Common
Stock (of which 100,000 shares are held in J. Hale Hoak Child’s Trust) and (2) in his capacity as Hoak & Co.’s President
and the trustee of the Zierk Trust may be deemed to beneficially own an aggregate of 3,427,731 shares of Common Stock, for an aggregate
of 3,650,000 shares of Common Stock representing approximately 8.05% of the outstanding Common Stock. |
| vii. | Britain Peaks directly owns an aggregate of 25,113 shares of Common Stock
(of which 339 are held in the Britain Peakes Rollover IRA). Ms. Peakes may be deemed to beneficially own the Common Stock held by HPE,
but Ms. Peakes disclaims beneficial ownership of any Common Stock owned by HPE or any other Reporting Person. |
| (c) | As reflected in Item 3, Britain Peakes received 24,774 shares of Common
Stock of the Issuer upon settlement of restricted stock units on June 10, 2024. Except for foregoing, none of the Reporting Persons effected
any transaction in the Common Stock during the past 60 days. |
| Item 6. | Identity and Background. |
Item 6 of the Schedule 13D is hereby amended to add
the following:
On June 6, 2024, the Reporting Persons (including
Ms. Peakes) and the Issuer entered into (a) a Support Agreement and (b) a Confidentiality Agreement. Under the Support Agreement, the
Issuer agreed to appoint Ms. Peakes to the Issuer’s Board of Directors as a Class III Director and, unless the Board determines
in good faith that it would not be in the best interests of the Issuer or the Reporting Persons cease to have a net long position of a
least 9.0% of the Issuer’s outstanding Common Stock, to nominate for election, and solicit proxies for the election of, Ms. Peakes
at the Issuer’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). The Reporting Persons agreed
to certain standstill and voting commitments.
The standstill period shall extend until the later
of (x) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders
(the “2026 Annual Meeting”) and (y) thirty days after the date that the Ms. Peakes ceases to serve as a director. If
Ms. Peakes is not elected to the Board at the 2025 Annual Meeting, the standstill and voting requirements will terminate. If the Issuer
notifies the Reporting Persons in writing at least ten business days prior to the expiration of the standstill period that it intends
to nominate Ms. Peakes as a director for election at the 2026 Annual Meeting, the standstill restrictions will extend until prior to the
2027 annual meeting, unless the Ms. Peakes is not elected at the 2026 Annual Meeting.
The Reporting Persons’ standstill commitments
include their agreement not to, among other things and subject to certain exceptions, (i) solicit proxies or written consents of stockholders
to vote securities, (ii) encourage, advise or influence any other person or assist any third party with respect to the giving or withholding
of any proxy, (iii) present at any annual meeting or any special meeting of the Issuer’s stockholders or through action by written
consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee
for election to the Board or seek representation on the Board, (iv) acquire cumulative ownership in excess of 20% of the outstanding common
stock, (v) transfer securities to any third party that would knowingly result in such third party owning more than 5% of the Issuer’s
outstanding common stock, (vi) participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization,
restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination
involving the Issuer or a material amount of the assets or businesses of the Issuer, any of the Issuer’s affiliates, or any subsidiary,
business, venture or division of the Issuer. The Reporting Persons have also agreed not to (x) nominate any person for election at
the 2025 Annual Meeting, (y) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting or
(z) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting.
Additionally, during the standstill period, the Reporting
Persons have agreed to vote for all directors nominated by the Board for election at any stockholder meeting during the period and in
accordance with the recommendation of the Board on any other proposals or other business that comes before any such stockholder meeting.
The Confidentiality Agreement, which is a requirement
under the Support Agreement, contains customary confidentiality restrictions with respect to the Issuer and expires one year following
the time Ms. Peakes ceases to be a director of the Issuer.
The foregoing descriptions of the Support Agreement
and the Confidentiality Agreement are not complete and are qualified in their entirety by reference to the full text thereof, copies of
which are filed as exhibits hereto and are incorporated herein by reference.
Ms. Peakes has also entered into the Issuer’s
standard form of indemnification agreement in connection with her appointment to the Board. Cash director compensation arising from Ms. Peakes’ Board service will be paid to Hoak & Co, her employer.
| Item 7. | Material to Be Filed as Exhibits |
| 99.1 |
Joint Filing Agreement dated June 10, 2024, by and among Hoak Public Equities,
L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak, Jr., J. Hale Hoak, Zierk Family 2010 Irrevocable Trust and Britain
Peakes
|
|
| 99.2 |
Support Agreement dated June 6, 2024, by and among Noodles & Company, Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak, Jr., J. Hale Hoak, Zierk Family 2010 Irrevocable Trust and Britain Peakes
|
|
| 99.3 |
Confidentiality Agreement dated June 6, 2024, by and among Noodles & Company, Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak, Jr., J. Hale Hoak, Zierk Family 2010 Irrevocable Trust and Britain Peakes |
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Hoak
Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
|
|
Hoak
Fund Management, L.P.
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President |
Hoak &
Co.
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
|
|
James M.
Hoak, Jr.
By:
/s/ James M. Hoak, Jr.
James M. Hoak, Jr.
|
J. Hale Hoak
By:
/s/ J. Hale Hoak
J. Hale Hoak
|
|
Zierk Family
2010 Irrevocable Trust
By:
/s/ J. Hale Hoak
J. Hale Hoak, Trustee
|
Britain Peakes
By:
/s/ Britain Peakes
Britain Peakes
|
|
|
Hoak Public Equities, L.P. SC 13D/A
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of
a Statement on Schedule 13D dated June 10, 2024 (including amendments thereto) with respect to the Class A Common Stock of Noodles &
Company. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Hoak
Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
|
|
Hoak
Fund Management, L.P.
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President |
Hoak &
Co.
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
|
|
James M.
Hoak, Jr.
By:
/s/ James M. Hoak, Jr.
James M. Hoak, Jr.
|
J. Hale Hoak
By:
/s/ J. Hale Hoak
J. Hale Hoak
|
|
Zierk Family
2010 Irrevocable Trust
By:
/s/ J. Hale Hoak
J. Hale Hoak, Trustee
|
Britain Peakes
By:
/s/ Britain Peakes
Britain Peakes
|
|
|
Hoak Public Equities, L.P. SC 13D/A
Exhibit 99.2
SUPPORT AGREEMENT
This Support Agreement, dated June 6, 2024 (this
“Agreement”), is by and among the persons and entities listed on Exhibit A hereto (collectively, “Stockholder”),
Britain Peakes (the “Appointee”) and Noodles & Company (the “Company”).
RECITALS
WHEREAS, the Company and Stockholder have engaged
in various discussions and communications concerning the Company’s business, financial performance and other matters;
WHEREAS, Stockholder is deemed to beneficially
own shares of common stock of the Company, par value $0.01 (the “Common Stock”), totaling, in the aggregate, 4,300,000
shares, or approximately 9.48%, of the Common Stock issued and outstanding on the date hereof; and
WHEREAS, the Company has determined that it
is in the best interests of the Company and its shareholders and Stockholder has determined that it is in its best interests to come to
an agreement with respect to certain matters in respect of the Board of Directors of the Company (the “Board”) and
certain other matters, as provided in this Agreement.
NOW, THEREFORE, in consideration of and reliance
upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Board Representation and Board Matters. |
| (a) | The Company currently has one (1) vacancy on the Board and has appointed the Appointee to fill this
vacancy. The Appointee has previously executed and delivered to the Company a completed director and officer questionnaire, in the form
provided to Stockholder. |
| (b) | At all times while serving as a member of the Board, the Appointee shall comply with all policies, procedures,
processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct
and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and
corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters
considered in meetings of the Board or Board committees (all subject to Section 4 of this Agreement). |
| (c) | If at any time after the date hereof Stockholder or any of the Stockholder Affiliates breaches in any
material respect any of the terms of this Agreement and (A) if such breach is curable, fails to cure such breach within five days following
the receipt of written notice thereof from the Company specifying such breach or (B) if such breach is not curable, immediately upon the
receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company shall
have no further obligations under this Section 1. |
| (d) | Upon the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at the 2025 Annual Meeting, (ii) submit
any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate,
encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting, directly or indirectly,
and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage
or support any other stockholder or third party to take any of the actions described in this Section 1(d). |
| (e) | The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be
in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent
(9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between the date hereof
and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions to nominate the Appointee as a
director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared,
filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual
Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and recommend for election
the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees.
|
| (f) | Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual
Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety
and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration
of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting,
(A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual
Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual
Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification
is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions
thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect. |
| (a) | Stockholder agrees that, from the date of this Agreement until the later of (x) 12:01 a.m. on the 30th
day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders and (y) thirty days
after the date that the Appointee ceases to serve as a director (the “Standstill Period”), no member of Stockholder
shall, directly or indirectly, and each member of Stockholder shall cause each Stockholder Affiliate not to, directly or indirectly (it
being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely
in such person’s capacity as a director of the Company): |
| (i) | (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding
or non-binding) with respect to, or from the holders of, the Voting Securities (as defined herein), or become a “participant”
(as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated
under the Exchange Act) in or assist any Third Party (as defined herein) in any “solicitation” of any proxy, consent or other
authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement,
advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or
exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is
a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence
that is consistent with Company management’s recommendation in connection with such matter); |
| (ii) | encourage, advise or influence any other person or assist any Third Party in so encouraging, assisting
or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting
any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation
in connection with such matter); |
| (iii) | form or join in a partnership, limited partnership, syndicate or other group, including a “group”
as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Position), or otherwise
support or participate in any effort by a Third Party with respect to the matters set forth herein; |
| (iv) | present at any annual meeting or any special meeting of the Company’s stockholders or through
action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or
propose any nominee for election to the Board or seek representation on the Board; |
| (v) | sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions
or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or
entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with
its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the
shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party
who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common
Stock outstanding at such time, except in each case in a transaction approved by the Board; |
| (vi) | grant any proxy, consent or other authority to vote with respect to any matters (other than to the named
proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities
of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual
meeting or special meeting except as provided in Section 2(b) below, or action by written consent (excluding
customary brokerage accounts, margin accounts, prime brokerage accounts and the like); |
| (vii) | make any request for shareholders list materials or other books
and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; |
| (viii) | institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against
or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes
of enforcement of this Agreement); |
| (ix) | without the prior approval of the Board, separately or in conjunction with any other person or entity
in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for
compensation, propose (publicly, privately or to the Company) or participate in, effect or seek
to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring,
recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or
other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of
the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the
foregoing, or encourage, initiate or support any other Third Party in any such activity; |
| (x) | purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any
Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively
beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of
Common Stock; |
| (xi) | take any action, alone or with a Third Party, in support of or make any proposal or request, other than
through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any
plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization,
share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material
change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments
or modifications to the Company’s certificate of incorporation or bylaws; |
| (xii) | enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect
to the matters set forth in this Section 2(a); |
| (xiii) | request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably
likely require public disclosure by Stockholder or the Company; or |
| (xiv) | contest the validity of, or publicly request any waiver of, the obligations set forth in this Section
2(a). |
| (b) | Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly,
whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection
with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill
Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at
all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election
at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business
that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended
and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting. |
| 3. | Public Announcements. Promptly following the execution of this Agreement, the Company and Stockholder
shall announce this Agreement and the material terms hereof by means of a jointly issued, mutually agreeable press release in the form
attached hereto as Exhibit B (the “Press Release”). During the Standstill Period, neither the Company nor Stockholder,
nor any Stockholder Affiliate, shall make or cause to be made any public announcement or statement that is inconsistent with or contrary
to the statements made in the Press Release, except as required by law or the rules of any stock exchange or with the prior written consent
of the other party. The Company acknowledges that Stockholder intends to file this Agreement (together with applicable exhibits) and the
agreed-upon Press Release as an exhibit to its Schedule 13D pursuant to an amendment that the Company shall have the opportunity to review
in advance. The Company understands that, by virtue of her appointment to the Board, Appointee shall be included as a filing person (inclusive
of any shares of Common Stock beneficially owned by Appointee) on such amended Schedule 13D. The Company shall have an opportunity to
review in advance any Schedule 13D filing made by Stockholder with respect to this Agreement or the matters addressed herein. Stockholder
acknowledges and agrees that the Company intends to file this Agreement and file or furnish the Press Release with the SEC as exhibits
to a Current Report on Form 8-K and to file this Agreement as an exhibit to future filings with the SEC. |
| 4. | Confidentiality Agreement. The Company hereby agrees that: (i) the Appointee is permitted to
and may provide confidential information to officers and employees of Stockholder subject to and solely in accordance with the terms of
the confidentiality agreement in the form attached hereto as Exhibit C (the “Confidentiality Agreement”) (which Stockholder
agrees to execute and deliver to the Company simultaneously with Stockholder’s execution and delivery of this Agreement and cause
the Appointee and such officers and employees of Stockholder to abide by) and (ii) the Company will execute and deliver the Confidentiality
Agreement to Stockholder substantially contemporaneously with execution and delivery thereof by the other signatories thereto. |
| 5. | Non-Disparagement. During the Standstill Period, Stockholder and the Company agree not to make,
or cause to be made (whether directly or indirectly), any statement or announcement that relates to and constitutes an ad hominem
attack on, or relates to and otherwise disparages, the other party or their respective business, operations or financial performance,
officers or directors or any person who has served as an officer or director of either party in the past, or who serves on or following
the date of this Agreement as an officer, director or agent of either party (a) in any document or report filed with or furnished to the
SEC or any other governmental agency, (b) in any press release or other publicly available format or (c) to any stockholder, investor,
research analyst, journalist or member of the media (including without limitation, in a television, radio, internet, newspaper or magazine
interview). |
| 6. | Representations and Warranties of All Parties. Each of the parties represents and warrants to
the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform
its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding
obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation
of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law,
rule, license, regulation, judgment, order or decree governing or affecting such party. |
| 7. | Representations and Warranties of Stockholder. Each member of Stockholder jointly
represents and warrants that, as of the date of this Agreement, (a) Stockholder, together with all of the Stockholder Affiliates,
collectively Beneficially Own, an aggregate of 4,300,000 shares of Common Stock; (b) except for such ownership, no member of
Stockholder, individually or in the aggregate with all other members of Stockholder and the Stockholder
Affiliates, has any other Beneficial Ownership of, and/or economic exposure to, any Voting Securities, including through any derivative
transaction described in the definition of “Beneficial Ownership” above; and (c) Stockholder collectively with the Stockholder
Affiliates, have a Net Long Position of 4,300,000 shares of Common Stock. For avoidance of doubt, the shares reported in this Section
7 exclude shares of Common Stock (339 shares) beneficially owned by Appointee to be reported on the amended Schedule 13D (as referenced
in Section 3) giving effect to the execution hereof. |
| 8. | Certain Defined Terms. For purposes of this Agreement: |
| (a) | The term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by
the SEC under the Exchange Act. |
| (b) | “Beneficial Ownership” of Voting Securities means ownership of: (i) Voting Securities,
(ii) rights or options to own or acquire any Voting Securities (whether such right or option is exercisable immediately or only after
the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such person), compliance
with regulatory requirements or otherwise) and (iii) any other economic exposure to Voting Securities, including through any derivative
transaction that gives any such person or any of such person’s controlled Affiliates the economic equivalent of ownership of an
amount of Voting Securities due to the fact that the value of the derivative is explicitly determined by reference to the price or value
of Voting Securities, or which provides such person or any of such person’s controlled Affiliates an opportunity, directly or indirectly,
to profit, or to share in any profit, derived from any increase in the value of Voting Securities, in any case without regard to whether
(x) such derivative conveys any voting rights in Voting Securities to such person or any of such person’s Affiliates, (y) the derivative
is required to be, or capable of being, settled through delivery of Voting Securities, or (z) such person or any of such person’s
Affiliates may have entered into other transactions that hedge the economic effect of such Beneficial Ownership of Voting Securities. |
| (c) | “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. |
| (d) | The term “Net Long Position” shall mean: such shares of Common Stock Beneficially
Owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis
mutandis, provided that “Net Long Position” shall not include any shares as to which such person does not have the right
to vote or direct the vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that
hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. |
| (e) | The terms “person” or “persons” shall mean any individual, corporation
(including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust,
association, organization or other entity of any kind or nature. |
| (f) | “SEC” shall mean the Securities and Exchange Commission. |
| (g) | “Voting Securities” shall mean the Common Stock, and any other securities of the
Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for Common Stock
or other securities, whether or not subject to the passage of time or other contingencies. |
| 9. | Miscellaneous. The parties hereto recognize and agree that if for any reason any of the provisions
of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm
or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to
other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware
Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines
to accept jurisdiction over a particular matter, any federal court within the State of Delaware). In the event that any action shall be
brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there
is an adequate remedy at law. This Agreement shall be construed in accordance with, and this Agreement and all disputes hereunder shall
be governed by, the laws of the State of Delaware, without regard to any conflicts of law provision which would require the application
of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the parties hereto hereby irrevocably and
unconditionally agrees for itself that any legal action, suit or proceeding with respect to any matter under or arising out of or in connection
with this Agreement or for recognition or enforcement of any judgment in any such action, suit or proceeding may be brought, on a non-exclusive
basis, in any federal or state court of competent jurisdiction in the aforesaid courts. By execution and delivery of this Agreement, each
of the parties hereto irrevocably accepts and submits itself to the non-exclusive jurisdiction of any such court, generally and unconditionally,
with respect to any such action, suit or proceeding and waives any defense of forum non conveniens or based upon venue if such
action, suit or proceeding is brought in accordance with this provision. |
| 10. | No Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The
failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. |
| 11. | Entire Agreement. This Agreement and the Confidentiality Agreement contain the entire understanding
of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.
|
| 12. | Notices. All notices, consents, requests, instructions, approvals and other communications provided
for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given
by email, when email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any
other means, when actually received during normal business hours at the address specified in this subsection: |
if to the Company:
Noodles & Company
520 Zang Street, Suite D
Broomfield, Colorado 80021
Attention: Melissa M. Heidman
Email: mheidman@noodles.com
if to Stockholder:
Hoak & Co.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
Attention: J. Hale Hoak
Email: hale@hoakco.com
| 13. | Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall
be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but
the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of
this Agreement. |
| 14. | Counterparts. This Agreement may be executed in two or more counterparts which together shall
constitute a single agreement. |
| 15. | Successors and Assigns. This Agreement shall not be assignable by any of the parties to this
Agreement. This Agreement, however, shall be binding on successors of the parties hereto. |
| 16. | No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto
and is not enforceable by any other persons. |
| 17. | Fees and Expenses. Neither the Company, on the one hand, nor Stockholder, on the other hand,
will be responsible for any fees or expenses of the other in connection with this Agreement. |
| 18. | Interpretation and Construction. Each of the parties hereto acknowledges that it has been represented
by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the
same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation
of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed
the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly,
any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted
or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations
of this Agreement shall be decided without regards to events of drafting or preparation. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The term “including”
shall be deemed to mean “including without limitation” in all instances. |
[Signature
Pages Follow]
IN WITNESS WHEREOF, each of the parties hereto
has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.
Noodles & Company
By:
/s/ Melissa Heidman
Name:
Melissa M. Heidman
Title
EVP, General Counsel & Secretary
Hoak Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
Hoak & Co.
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
J. Hale Hoak
By:
/s/ J. Hale Hoak
J. Hale Hoak
Hoak Fund Management, L.P.
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
James M. Hoak, Jr.
By:
/s/ J. Hale Hoak
J. Hale Hoak
Zierk Family 2010 Irrevocable Trust
By:
/s/ J. Hale Hoak
J. Hale Hoak, Trustee
Britain Peakes
By:
/s/ Britain Peakes
Britain Peakes
EXHIBIT A
THE HOAK PARTIES
James M. Hoak, Jr.
J. Hale Hoak
Hoak Public Equities, L.P.
Zierk Family 2010 Irrevocable Trust
Hoak & Co.
Hoak Fund Management, L.P.
Hoak Public Equities, L.P. SC 13D/A
Exhibit 99.3
CONFIDENTIALITY AGREEMENT
Noodles & Company
520 Zang Street, Suite D
Broomfield, Colorado 80021
June 6, 2024
To: Each of the persons or entities listed on Schedule A hereto (“Hoak”
or “you”)
Ladies and Gentlemen:
This letter agreement shall
become effective upon the appointment of the Appointee to the Board of Directors (the “Board”) of Noodles & Company
(the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms
in the Support Agreement (the “Support Agreement”), dated as of June 6, 2024, among the Company and Hoak. The Company
understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the Appointee may, if and to the
extent she desires to do so (and subject to her fiduciary duties), confidentially disclose information (including, without limitation,
Company information, Board meeting materials and communications among Board members) he or she obtains while serving as a member of the
Board to you and the Specified Hoak Personnel (as hereinafter defined), and may discuss such information with such persons, subject to
the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge
that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which
could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions
in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Hoak Personnel”), you agree
to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you
or the Specified Hoak Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally,
gathered by visual inspection or otherwise) by the Appointee, or by or on behalf of the Company or any Company Representatives (as defined
below), together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof
containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation
Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions
hereinafter set forth.
1. The term “Evaluation
Material” does not include information that (i) is or has become generally available to the public other than as a result of a direct
or indirect disclosure by you or the Specified Hoak Personnel, (ii) was within your or any of the Specified Hoak Personnel’s possession
on a non-confidential basis prior to its being furnished to you by the Appointee, or by or on behalf of the Company or its agents, representatives,
attorneys, advisors, directors, officers or employees (collectively, the “Company Representatives”) or (iii) is received
from a source other than the Appointee, the Company or any of the Company Representatives; provided, that in the case of (ii) or
(iii) above, the source of such information was not believed by you, after reasonable inquiry of the disclosing person, to be bound by
a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person
with respect to such information at the time the information was disclosed to you.
2. You and the Specified
Hoak Personnel will, and you will cause the Specified Hoak Personnel to, (a) keep the Evaluation Material strictly confidential and (b)
not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company; provided,
however, that you may privately disclose any of such information to the Specified Hoak Personnel (i) who need to know such information
for the sole purpose of advising you on your investment in the Company and (ii) who are informed by you of the confidential nature of
such information and agree to abide for the benefit of the Company by the terms hereof; provided, further, that you will
be responsible for any violation of this letter agreement by the Specified Hoak Personnel as if they were parties hereto. It is understood
and agreed that the Appointee shall not disclose to you or the Specified Hoak Personnel any Legal Advice (as defined below) that may be
included in the Evaluation Material. “Legal Advice” as used herein shall be limited to privileged legal advice provided by
legal counsel to the Company (as determined by the Company).
3. In the event that you
or any of the Specified Hoak Personnel are required by applicable subpoena, legal process or other legal requirement to disclose any of
the Evaluation Material, you will promptly notify (except where such notice would be legally prohibited) the Company in writing by electronic
mail and certified mail so that the Company may seek a protective order or other appropriate remedy (and if the Company seeks such an
order, you will provide such cooperation as the Company shall reasonably request), at its cost and expense. Nothing herein shall be deemed
to prevent you or the Specified Hoak Personnel, as the case may be, from honoring a subpoena, legal process or other legal requirement
that requires discovery, disclosure or production of the Evaluation Material if (a) you produce or disclose only that portion of the Evaluation
Material which your outside legal counsel of national standing advises you in writing is legally required to be so produced or disclosed
and you inform the recipient of such Evaluation Material of the existence of this letter agreement and the confidential nature of such
Evaluation Material; or (b) the Company consents in writing to having the Evaluation Material produced or disclosed pursuant to the subpoena,
legal process or other legal requirement. In no event will you or any of the Specified Hoak Personnel oppose action by the Company to
obtain a protective order or other relief to prevent the disclosure of the Evaluation Material or to obtain reliable assurance that confidential
treatment will be afforded the Evaluation Material. For the avoidance of doubt, it is understood that there shall be no “legal requirement”
requiring you to disclose any Evaluation Material solely by virtue of the fact that, absent such disclosure, you would be prohibited from
purchasing, selling, or engaging in derivative or other voluntary transactions with respect to the common stock of the Company or otherwise
proposing or making an offer to do any of the foregoing, or you would be unable to file any proxy materials in compliance with Section
14(a) of the Exchange Act or the rules promulgated thereunder.
4. You acknowledge that
(a) none of the Company or any of the Company Representatives makes any representation or warranty, express or implied, as to the accuracy
or completeness of any Evaluation Material, and (b) none of the Company or any of the Company Representatives shall have any liability
to you or to any of the Specified Hoak Personnel relating to or resulting from the use of the Evaluation Material or any errors therein
or omissions therefrom. You and the Specified Hoak Personnel (or anyone acting on your or their behalf) shall not directly or indirectly
initiate contact or communication with any executive or employee of the Company other than the Chief Executive Officer, Chief Financial
Officer, General Counsel or any executive serving on the Board, and/or such other persons approved in writing by the foregoing or the
Board concerning Evaluation Material, or to seek any information in connection therewith from any such person other than the foregoing,
without the prior consent of the Company; provided, however, the restriction in this sentence shall not apply to the Appointee acting
solely in her capacity as a director in accordance with the Support Agreement and the Company’s governance and other guidelines
(it being understood that, without limitation, requests or contact by Appointee shall be presumed to be in her director capacity if generally
consistent with customary Board or Board committee responsibilities or conduct and/or her fiduciary duties).
5. All Evaluation Material
shall remain the property of the Company. Neither you nor any of the Specified Hoak Personnel shall by virtue of any disclosure of and/or
your use of any Evaluation Material acquire any rights with respect thereto, all of which rights (including all intellectual property
rights) shall remain exclusively with the Company. At any time after the date on which the Appointee is no longer a director of the Company,
upon the request of the Company for any reason, you will promptly return to the Company or destroy all hard copies of the Evaluation Material
and use commercially reasonable efforts to permanently erase or delete all electronic copies of the Evaluation Material in your or any
of the Specified Hoak Personnel’s possession or control (and, upon the request of the Company, shall promptly certify to the Company
that such Evaluation Material has been erased or deleted, as the case may be). Notwithstanding the return or erasure or deletion of Evaluation
Material, you and the Specified Hoak Personnel will continue to be bound by the obligations contained herein.
6. You (i) acknowledge, and
will advise the Specified Hoak Personnel, that the Evaluation Material may constitute material non-public information under applicable
federal and state securities laws, and that the United States securities laws prohibit any Person who has received from an issuer any
such material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any
other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities,
and (ii) shall not, and you shall use your commercially reasonable efforts to ensure that the Specified Hoak Personnel, do not, trade
or engage in any derivative or other transaction, on the basis of such information in violation of such laws.
7. You hereby represent and
warrant to the Company that (i) you have all requisite company power and authority to execute and deliver this letter agreement and to
perform your obligations hereunder, (ii) this letter agreement has been duly authorized, executed and delivered by you, and is a valid
and binding obligation, enforceable against you in accordance with its terms, (iii) this letter agreement will not result in a violation
of any terms or conditions of any agreements to which you are a party or by which you may otherwise be bound or of any law, rule, license,
regulation, judgment, order or decree governing or affecting you, and (iv) your entry into this letter agreement does not require approval
by any owners or holders of any equity or other interest in you (except as has already been obtained).
8. Any waiver by the Company
of a breach of any provision of this letter agreement shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this letter agreement. The failure of the Company to insist upon strict adherence
to any term of this letter agreement on one or more occasions shall not be considered a waiver or deprive the Company of the right thereafter
to insist upon strict adherence to that term or any other term of this letter agreement.
9. You acknowledge and agree
that the value of the Evaluation Material to the Company may be impractical or difficult to assess in monetary terms. You further acknowledge
and agree that in the event of an actual or threatened violation of this letter agreement, immediate and irreparable harm or injury may
be caused for which money damages would not be an adequate remedy. Accordingly, you acknowledge and agree that, in addition to any and
all other remedies which may be available to the Company at law or equity, the Company shall be entitled to seek an injunction or injunctions
to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement exclusively
in any federal or state court of competent jurisdiction in any federal court within the State of Delaware. In the event that any action
shall be brought in equity to enforce the provisions of this letter agreement, you shall not allege, and you hereby waive the defense,
that there is an adequate remedy at law.
10. This Agreement shall
be construed in accordance with, and this Agreement and all disputes hereunder shall be governed by, the laws of the State of Delaware,
without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution
and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action,
suit or proceeding with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement
of any judgment in any such action, suit or proceeding may be brought, on a non-exclusive basis, in the Delaware Court of Chancery and
any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction
over a particular matter, any federal court within the State of Delaware). By execution and delivery of this Agreement, each of the parties
hereto irrevocably accepts and submits itself to the non-exclusive jurisdiction of any such court, generally and unconditionally, with
respect to any such action, suit or proceeding and waives any defense of forum non conveniens or based upon venue if such action,
suit or proceeding is brought in accordance with this provision.
11. This letter agreement
and the Support Agreement contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes
all prior or contemporaneous agreements or understandings, whether written or oral. This letter agreement may be amended only by an agreement
in writing executed by the parties hereto.
13. All notices, consents,
requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing
and shall be deemed validly given, made or served, if (a) given by telecopy and email, when such telecopy is transmitted to the telecopy
number set forth below and sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any
other means, when actually received during normal business hours at the address specified in this subsection:
if to the Company:
Noodles & Company
520 Zang Street, Suite D
Broomfield, Colorado 80021
Attention: Melissa M. Heidman
Email: mheidman@noodles.com
if to Hoak:
Hoak & Co.
3963 Maple Ave, Suite 450
Dallas, Texas 75219
Attention: J. Hale Hoak
Email: hale@hoakco.com
14. If at any time subsequent
to the date hereof, any provision of this letter agreement shall be held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no
effect upon the legality or enforceability of any other provision of this letter agreement.
15. This letter agreement
may be executed in two or more counterparts which together shall constitute a single agreement.
16. This letter agreement
and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by you without the express written
consent of the Company. This letter agreement, however, shall be binding on successors of the parties hereto.
18. This letter agreement
and the obligations contained herein shall expire one (1) year from the date on which the Appointee no longer serves as a director of
the Company; except that you shall maintain in accordance with the confidentiality obligations set forth herein any Evaluation Material
constituting trade secrets for such longer time as such information constitutes a trade secret of the Company as defined under 18 U.S.C.
§ 1839(3).
19. No licenses or rights
under any patent, copyright, trademark, or trade secret are granted or are to be implied by this letter agreement.
20. Each of the parties hereto
acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this
letter agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated
in the drafting and preparation of this agreement and the documents referred to herein, and any and all drafts relating thereto exchanged
among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting
or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this agreement
against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any
controversy over interpretations of this agreement shall be decided without regards to events of drafting or preparation. The term “including”
shall in all instances be deemed to mean “including without limitation.”
[Signature Pages Follow]
Please confirm your agreement
with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall
become a binding agreement between you and the Company.
Very truly yours,
NOODLES
& COMPANY
By:
/s/ Melissa Heidman
Name:
Melissa
M. Heidman
Title:
EVP, General Counsel & Secretary
Accepted and agreed as of the date first written
above:
Hoak Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
Hoak & Co.
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
J. Hale Hoak
By:
/s/ J. Hale Hoak
J. Hale Hoak
Hoak Fund Management, L.P.
By: Hoak & Co., its general partner
By:
/s/ J. Hale Hoak
J. Hale Hoak
President
James M. Hoak, Jr.
By:
/s/ J. Hale Hoak
J. Hale Hoak
Zierk Family 2010 Irrevocable Trust
By:
/s/ J. Hale Hoak
J. Hale Hoak, Trustee
Britain Peakes
By:
/s/ Britain Peakes
Britain Peakes
[Signature Page to the Confidentiality Agreement]
SCHEDULE A
James M. Hoak, Jr.
J. Hale Hoak
Hoak Public Equities, L.P.
Zierk Family 2010 Irrevocable Trust
Hoak & Co.
Hoak Fund Management, L.P.
SCHEDULE B
J. Hale Hoak (acting in his capacity as an employee or representative of
any of the parties on Schedule A)
Britain Peakes (acting in her capacity as an employee or representative of any of the parties on
Schedule A and not as director)
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