Edgar Filing: POTBELLY CORP

DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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☐	Preliminary Proxy Statement

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☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Potbelly Corporation
(Name of Registrant as Specified In Its Charter)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 16, 2019.

POTBELLY CORPORATION

POTBELLY CORPORATION

111 NORTH CANAL STREET

SUITE 850

CHICAGO, IL 60606

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Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 26, 2019
Date: May 16, 2019 Time: 8:00 AM local time
Location:		Potbelly Corporation 111 N. Canal Street 16th Floor Chicago, IL 60606
For directions, please contact our investor relations rep., Ed Yuen (203) 428-3216 or eyuen@soleburyir.com

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT		ANNUAL REPORT ON FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1) BY INTERNET:	www.proxyvote.com
	2) BY TELEPHONE:	1-800-579-1639
	3) BY E-MAIL*:	sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 2, 2019 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods


				Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
				Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
				Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


		Voting Items

		The Board of Directors recommends you vote FOR each of the following nominees:

		1. Election of seven director nominees to serve on the Board of Directors.

		Nominees:

		01) Joe Boehm		05) Marla Gottschalk
		02) Susan Chapman-Hughes		06) Alan Johnson
		03) Sue Collyns		07) Ben Rosenzweig
		04) Dan Ginsberg


		The Board of Directors recommends you vote FOR the following proposals: 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 29, 2019. 3. A non-binding, advisory vote on a resolution to approve the 2018 compensation of the Company’s named executive officers. The Board of Directors recommends you vote EVERY YEAR on the following proposal: 4. A non-binding, advisory vote on the frequency of future advisory votes to approve named executive officer compensation. The Board of Directors recommends you vote FOR the following proposal: 5. Approval of the Potbelly Corporation 2019 Long-Term Incentive Plan. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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