What are the voting rights associated with Class A common stock in Noodles & Company?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
ough 2023 tax years remain open for examination by the authorities under the normal three year statute of limitations. Should the Company utilize any of its U.S. or state NOLs, the tax year to which the original loss relates will remain open to examination.
8. Stockholders' Equity
Common Stock
The Company has 181,000,000 shares of stock authorized, consisting of 150,000,000 shares of Class A common stock, par value $0.01 per share; 30,000,000 shares of Class B common stock, par value $0.01 and 1,000,000 shares of preferred stock, par value $0.01 per share. Preferred stock rights are determined by the Company's Board of Directors when preferred shares are issued. The following summarizes the rights of common stock:
Voting—Shares of Class A common stock and Class B common stock are entitled to one vote per share in all voting matters, with the exception that Class B common stock does not vote on the election or removal of directors.
Conversion—Each share of Class B common stock is convertible, at the option of the holder, into one share of Class A common stock.
Dividends—Class A common stock and Class B co
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the company has two classes of common stock: Class A and Class B. Both Class A and Class B common stock are typically entitled to one vote per share in all voting matters. However, Class B common stock does not have voting rights when it comes to the election or removal of directors.
Shares of Class B common stock can be converted into Class A common stock at the holder's discretion. Both Class A and Class B common stock share equally in dividend distribution if the company declares or pays a dividend to either class. Neither class has rights to any special dividends.
In the event of liquidation, dissolution, or winding up of Noodles & Company, both Class A and Class B common stock share equally in the distribution of assets. This parity in liquidation rights ensures that both classes of shareholders are treated equally when the company ceases operations and distributes its remaining assets.