DEFA14A 1 d312791ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ | Preliminary Proxy Statement

☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ | Definitive Proxy Statement

☒ | Definitive Additional Materials

☐ | Soliciting Material under §240.14a-12

POTBELLY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒ | No fee required

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☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

POTBELLY CORPORATION 111 NORTH CANAL STREET SUITE 325 CHICAGO, IL 60606 Your Vote Counts! POTBELLY CORPORATION 2022 Annual Meeting Vote by May 18, 2022 11 :59 PM ET You invested in POTBELLY CORPORATION and it•s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 19, 2022. Get informed before you vote View the Notice & Proxy Statement, Annual Report on Form 1 0-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 05, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Smartphone users Point your camera here and vote without entering a I number Virtually at: Vote Virtually at the Meeting* May 19, 2022 8:00AM CDT For complete information and to vote, visit www.Proxyvote.com control #

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items 1. Election of nine director nominees to serve on the Board of Directors. Nominees: 01) Vann Avedisian 04)David Head 07)Todd Smith 02)Joseph Boehm05)David Near08)Jill Sutton 03)Adrian Butler06) 1. Election of nine director nominees to serve on the Board of Directors. Nominees: 01) Vann Avedisian 04)David Head 07)Todd Smith 02)Joseph Boehm05)David Near08)Jill Sutton 03)Adrian Butler06) David Pearson 09)Robert D. Wright 0For 2.Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2022. 0For 3. A non-binding, advisory vote on a resolution to approve the 2021 compensation of the Company’s named executive officers. F v or NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up forE-delivery”. Board Recommends