Potbelly Corporation (PBPB) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Stockholders of Potbelly Corporation. I'm Robert D. Wright, President and Chief Executive Officer of Potbelly Corporation. I'll be presiding over this meeting, and it is my pleasure to welcome all of you. We're excited to be hosting our second virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders. As is our custom, we will conduct the business portion of our meeting first, including responding to questions that directly relate to the matters being voted on at the meeting, and answer all other questions at the end of the meeting. In keeping with the digital approach to this year's meeting, it is now shortly after 8:00 a.m. Central Time on May 20. And in accordance with the notice of the meeting, this meeting is officially called to order. Before proceeding with the business of the meeting, I'd like to make certain introductions. We're joined today by Elizabeth Berrill of Deloitte & Touche LLP, the company's auditor, for the 2020 fiscal year and the company's auditor as of December 27, 2020. Ms. Berrill will respond to any questions that arise during the discussion period that are appropriate for Deloitte & Touche to address. The company has appointed Broadridge Financial Solutions, Inc. to act as inspector of election. Gregory Malatia from Broadridge Financial Solutions is with us today. Mr. Malatia has previously taken his oath as an inspector of elections. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may answer questions in the designated field on the web portal. Please note that this meeting is being recorded. However, no one attending the meeting via webcast or telephone is permitted to use any audio recording device. Adiya Dixon, Secretary of the company, will now report on the mailing of the notice of this meeting and the presence of a quorum.

This meeting is held pursuant to printed notices mailed on March 26, 2021, to each stockholder of record on March 24, 2021. We have received an affidavit as to the mailing of the notice of meeting from Broadridge Financial Solutions, Inc. We are informed by the inspector of elections that immediately prior to the commencement of the meeting, 20,220,462 shares of the company's voting common stock were present by person or by proxy. This represents 72.18% of the outstanding voting common stock of the company. All documents concerning the notice of the meeting will be filed with the records of the meeting.

Based on the percentage of the total shares of the company held by holders of record now present at the meeting, either in person or by proxy, I hereby declare a quorum present at the meeting. On behalf of the Board of Directors of the company, I'd like to express my appreciation to all stockholders who returned their proxies. The meeting is now duly convened for the purpose of transacting business properly before it. As specified in the notice of the meeting, the first matter to be acted upon by the stockholders is the election of 9 directors to serve until the 2022 annual meeting. The 9 nominees receiving the largest number of votes of shares present in person or by proxy at this meeting will be elected as directors. The candidates listed in the proxy materials, Vann Avedisian, Joseph Boehm, Adrian Butler, Marla Gottschalk, David Head, David Near, Benjamin Rosenzweig, Todd Smith, and Robert D. Wright, have been nominated by the company's Nominating and Corporate Governance Committee, and the Board of Directors has recommended a vote for the election of all the nominees. In accordance with the bylaws of the company, stockholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for directors closed. As specified in the notice of the meeting, the second matter to be acted upon by the stockholders is a vote to ratify the appointment of Deloitte & Touche LLP as the company's independent auditor for the fiscal year ending December 26, 2021, as described in the company's proxy statement. The Board of Directors has recommended a vote for the ratification of the appointment of Deloitte & Touche LLP as the company's independent auditor for the 2021 fiscal year. As specified in the notice of the meeting, third matter to be acted upon by the stockholders is a nonbinding advisory vote on the resolution to approve the company's 2020 named executive officer compensation, as described in the company's proxy statement. The Board of Directors has recommended a vote for the nonbinding resolution. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 Potbelly Corporation Annual Meeting of Stockholders closed at 8:06 a.m. Central Time on May 20, 2021. Will the Secretary please report the results of the balloting on the matters to be voted upon by the stockholders?

We are informed by the inspector of election that the ballots have been counted on all matters to be voted upon. And based on the preliminary report of the inspector of election, a plurality of the votes cast have been voted for the election of the 9 directors named in the proxy statement for terms expiring on the date of the annual meeting in 2022. More than a majority of the outstanding voting common stock of the company has been voted to ratify the appointment of Deloitte & Touche LLP as the company's independent auditor for the fiscal year ending December 26, 2021. More than a majority of the outstanding voting common stock of the company have been voted to approve the nonbinding advisory vote on the 2020 compensation for the company's named executive officers.

I hereby request that the final report of the inspector of elections be filed with the minutes of this meeting. We have now come to the part of the agenda providing for general questions and discussions. We will take stockholder questions that are being entered today on the web portal. Only matters that may concern all stockholders should be raised at this time. Please remember to follow the rules for conduct of the meeting. Given that there are no questions and if there is no other business, this concludes our meeting. I would again like to express my sincere appreciation to the stockholders who attended this virtual meeting as well as those who submitted their proxies, but were not able to be present in person. This meeting is adjourned.