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PBPB > SEC Filings for PBPB > Form 8-K on 8-Aug-2014All Recent SEC Filings

Show all filings for POTBELLY CORP



Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2014, the Board of Directors (the "Board") of Potbelly Corporation (the "Company") appointed Ann-Marie Campbell, 49, as a member of the Board. Ms. Campbell has been designated as a Class III director and will serve until the 2016 annual meeting of the Company's stockholders or until her successor has been duly elected and qualified. Ms. Campbell has been appointed to the Compensation Committee of the Board. Ms. Campbell is currently President - Southern Division for The Home Depot and has extensive experience in merchandising, sales and marketing.

There are no arrangements or understandings between Ms. Campbell and any other persons pursuant to which she was selected as a director. Ms. Campbell will be eligible to receive the standard compensation paid to non-employee/non-investor directors previously disclosed by the Company. Neither the Company nor the Board is aware of any transaction in which Ms. Campbell has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Campbell will be indemnified by the Company pursuant to the Company's Seventh Amended and Restated Certificate of Incorporation and Amended and Restated By-laws for actions associated with being a director. In addition, the Company has entered into an indemnification agreement with Ms. Campbell, which provides for indemnification to the fullest extent permitted under Delaware law. The indemnification agreement is substantially identical to the form of agreement executed by the Company's other directors and executive officers.

A copy of the Company's press release announcing the appointment of Ms. Campbell is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued by the Company on August 8, 2014.

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