DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

 

þ  Filed by the registrant                    ¨  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
þ   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

POTBELLY CORPORATION

(Name of registrant as specified in its charter)

 

Payment of the filing fee (check the appropriate box):
þ   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
   

(1) Title of each class of securities to which transaction applies:

 

 

   

(2) Aggregate number of securities to which transaction applies:

 

   

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

   

(4) Proposed maximum aggregate value of transaction:

 

   

(5) Total fee paid:

 

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   

(1) Amount previously paid:

 

   

(2) Form, Schedule or Registration Statement No.:

 

   

(3) Filing party:

 

   

(4) Date filed:

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 14, 2015.

 

POTBELLY CORPORATION

 

POTBELLY CORPORATION

222 MERCHANDISE MART PLAZA

23RD FLOOR

CHICAGO, IL 60654

Meeting Information

 

Meeting Type:               Annual Meeting

 

For holders as of:          March 18, 2015

 

Date: May 14, 2015         Time: 8:00 AM, CDT

 

Location:

Westin O’Hare Hotel

6100 N. River Road

Rosemont, Illinois 60018

 

 

For directions to this Annual Meeting, please contact our investor relations representative, Ed Yuen at

(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.

 

 

M87590-P61117

— Before You Vote —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT

 

ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (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 LOGO (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 April 30, 2015 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

 

Vote In Person: Many stockholder 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 LOGO (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.

 

M87591-P61117

Voting Items

The Board of Directors recommends you vote FOR the following:

 

1. Election of Directors

 

  Nominees:

 

  01) Susan Chapman-Hughes

 

  02) Dan Levitan

The Board of Directors recommends you vote FOR the following proposal:

 

2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2015

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

M87592-P61117

 

 

 

 

M87593-P61117