Potbelly Corporation announced that it has reached an agreement (the “Agreement”) with shareholders led by Vann A. Avedisian (the “Shareholder Investors”) to appoint David J. Near and Todd W. Smith to the company’s Board of Directors (the “Board”), effective immediately. With the appointments of Messrs. Near and Smith, the Board will be comprised of 10 directors, 9 of whom are independent. Pursuant to the Agreement, the Board also agreed to include David J. Near and Todd W. Smith in Potbelly’s slate of nominees for election to the Board at the 2020 Annual Meeting. The Shareholder Investors agreed to vote in favor of all of the Company’s nominees at the 2020 Annual Meeting and have withdrawn their nomination notice. Mr. Near is the founding partner of Pisces Foods L.P and is a third-generation restauranteur. Mr. Smith has extensive experience in the restaurant industry, where he has led large public companies, small, fast-growing fast casual companies, and has founded his own restaurant group. In 2017 he took an equity stake in Cafe Rio Mexican Grill, a fast growing, fast casual concept.
Potbelly Corporation operates primarily as a fast-casual restaurant. The Company owns and operates Potbelly Sandwich Shop concept in the United States. It also has domestic franchise operations of Potbelly Sandwich Shop concepts. Its shops are located in multiple types of neighborhoods and formats, including suburban, urban, central business districts, airports, and others. Its menu includes toasty hot sandwiches, signature salads, soups, chili, sides, freshly baked cookies, hand-dipped shakes and, in its breakfast locations, breakfast sandwiches. The Company operates approximately 424 shops in 31 states and the District of Columbia. Of these, the Company operates 345 shops and franchisees operates 79 shops. The Company-operated shops are located in various areas, such as Illinois, Indiana, Texas, Massachusetts, Michigan, Oregon, Virginia, Kansas, District of Columbia, Oklahoma, Minnesota, Kentucky, Wisconsin, Missouri, Maryland, Pennsylvania, Ohio, Utah, Arizona, and Colorado.
POTBELLY CORPORATION 
