Item 8.01 Other Events.
Subsequent to filing and mailing the 2009 Proxy Statement of Cosi, Inc.
(the "Company") for its Annual Meeting of Stockholders to be held on May 27,
2009, the Company discovered an error in the description of the voting
procedures for the election of directors. As indicated in the second paragraph
under the heading "VOTING SECURITIES" on page one of the Proxy Statement, the
persons receiving a plurality of the votes cast by holders of shares of common
stock represented at the meeting and entitled to vote will be elected as
directors. This means the director nominees receiving the highest number of
affirmative votes of the shares entitled to be voted, irrespective of the number
of votes cast "against" the nominees, will be elected as directors. The
statement in the Proxy Statement that "the number of votes cast 'for' a director
nominee must exceed the number of votes cast 'against' that nominee" was
included in error.