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Compiled from SEC Form N-PX filings and POTBELLY CORP.’s Form 8-K, filed May 15, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of May 15, 2024: 10 items on POTBELLY CORP.’s Form 8-K, filed May 15, 2024: 2 approved · 8 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024 2024-2025
Explore POTBELLY CORP. in the interactive database Compare manager voting policies
These tallies are POTBELLY CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 15, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Vann Avedisian | 21,990,352 | -- | -- | 128,410 | 4,826,389 | 99.4% | Not verified | — |
| Elect Director: Joseph Boehm | 17,438,111 | -- | -- | 4,680,651 | 4,826,389 | 79% | Not verified | — |
| Elect Director: Adrian Butler | 22,059,432 | -- | -- | 59,330 | 4,826,389 | 99.7% | Not verified | — |
| Elect Director: David Head | 19,838,824 | -- | -- | 2,279,938 | 4,826,389 | 90% | Not verified | — |
| Elect Director: David Near | 21,990,797 | -- | -- | 127,965 | 4,826,389 | 99.4% | Not verified | — |
| Elect Director: Dave Pearson | 22,059,197 | -- | -- | 59,565 | 4,826,389 | 99.7% | Not verified | — |
| Elect Director: Jill Sutton | 21,717,599 | -- | -- | 401,163 | 4,826,389 | 98% | Not verified | — |
| Elect Director: Robert D. Wright | 22,059,258 | -- | -- | 59,504 | 4,826,389 | 99.7% | Not verified | — |
| 2. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2024 | 26,561,912 | 377,234 | 6,005 | -- | 4,826,389 | 99% | Approved | — |
| 3. The 2023 compensation of the Company's named executive officers | 21,835,986 | 210,446 | 72,330 | -- | 4,826,389 | 99.0% | Approved | — |
Source: POTBELLY CORP., Form 8-K, filed with the SEC on May 15, 2024 — read the filing on EDGAR.
Each item below shows how the 147 asset managers that disclosed a POTBELLY CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 5 wordings of this item as funds reported it.
99.7% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: Adrian Butler
POTBELLY CORP.’s own tally for this item (“Elect Director: Adrian Butler”): 22,059,432 for, 59,330 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 7,316,223 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 250,124 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 22,870 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 22,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.7% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: Dave Pearson
POTBELLY CORP.’s own tally for this item (“Elect Director: Dave Pearson”): 22,059,197 for, 59,565 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 7,316,223 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 250,124 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 22,870 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 22,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 5 wordings of this item as funds reported it.
90% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: David Head
POTBELLY CORP.’s own tally for this item (“Elect Director: David Head”): 19,838,824 for, 2,279,938 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 5,964,608 for, 1,346,669 withheld, 4,946 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 0 | 0 | 0 | 915,805 | Withhold |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 0 | 0 | 0 | 250,124 | Withhold |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 0 | 47,663 | Withhold |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 0 | 0 | 0 | 43,237 | Withhold |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 0 | 0 | 0 | 24,456 | Withhold |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 22,870 | Withhold |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 22,000 | Withhold |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: David Near
POTBELLY CORP.’s own tally for this item (“Elect Director: David Near”): 21,990,797 for, 127,965 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 7,316,223 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 250,124 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 22,870 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 22,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 5 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: Jill Sutton
POTBELLY CORP.’s own tally for this item (“Elect Director: Jill Sutton”): 21,717,599 for, 401,163 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 7,019,074 for, 297,149 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 0 | 0 | 0 | 250,124 | Withhold |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 22,870 | Withhold |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 22,000 | Withhold |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 5 wordings of this item as funds reported it.
79% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: Joseph Boehm
POTBELLY CORP.’s own tally for this item (“Elect Director: Joseph Boehm”): 17,438,111 for, 4,680,651 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 79% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 5,651,972 for, 1,656,875 withheld, 7,376 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 0 | 0 | 0 | 915,805 | Withhold |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 0 | 0 | 0 | 250,124 | Withhold |
| SEI | 0 | 0 | 0 | 178,035 | Withhold |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 71,307 | Withhold |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 0 | 47,663 | Withhold |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 0 | 0 | 0 | 43,237 | Withhold |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 0 | 0 | 0 | 24,456 | Withhold |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 1,460 | 0 | 0 | 22,500 | Mixed |
| Goldman Sachs | 0 | 0 | 0 | 22,870 | Withhold |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 22,000 | Withhold |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.7% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: Robert D. Wright
POTBELLY CORP.’s own tally for this item (“Elect Director: Robert D. Wright”): 22,059,258 for, 59,504 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 7,316,223 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 250,124 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 22,870 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 22,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of eight Director nominees to serve on the Board of Directors: Vann Avedisian
POTBELLY CORP.’s own tally for this item (“Elect Director: Vann Avedisian”): 21,990,352 for, 128,410 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 7,316,223 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 250,124 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 22,870 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 22,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 10 wordings of this item as funds reported it.
99.0% Approved · of votes cast
Description as filed by funds: A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2023 COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
POTBELLY CORP.’s own tally for this item (“3. The 2023 compensation of the Company's named executive officers”): 21,835,986 for, 210,446 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 3 The Company's stockholders approved, on an advisory basis, the 2023 compensation of the Company's named executive officers.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 250,124 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 0 | 46,175 | 0 | 0 | Against |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 22,870 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 22,000 | 0 | 0 | Against |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Fund voting reports, all 56 managers: 7,237,263 for, 78,960 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Nierenberg Investment Management Company, Inc. | 2,829,860 | 0 | 0 | 0 | For |
| Soviero Asset Management, LP | 1,313,000 | 0 | 0 | 0 | For |
| PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC. | 1,254,745 | 0 | 0 | 0 | For |
| Renaissance | 995,838 | 0 | 0 | 0 | For |
| Portolan Capital Management, LLC | 947,884 | 0 | 0 | 0 | For |
| First Eagle Investment Management, LLC | 859,128 | 0 | 0 | 0 | For |
| BlackRock | 790,991 | 1,198 | 0 | 0 | For |
| HEARTLAND ADVISORS INC | 669,000 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 535,459 | 0 | 0 | 0 | For |
| READYSTATE ASSET MANAGEMENT LP | 478,194 | 0 | 0 | 0 | For |
| State Street | 472,357 | 0 | 0 | 0 | For |
| Archon Capital Management LLC | 0 | 0 | 0 | 0 | -- |
| STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM | 280,594 | 0 | 0 | 0 | For |
| SILVERCREST ASSET MANAGEMENT GROUP LLC | 266,525 | 0 | 0 | 0 | For |
| Nuveen | 250,124 | 0 | 0 | 0 | For |
| Northern Trust | 199,707 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 192,129 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| NEXT CENTURY GROWTH INVESTORS LLC | 168,356 | 0 | 0 | 0 | For |
| Manatuck Hill Partners, LLC | 163,877 | 0 | 0 | 0 | For |
| Millrace Asset Group, Inc. | 129,784 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 106,547 | 0 | 0 | 0 | For |
| Ancora Advisors LLC | 92,893 | 0 | 0 | 0 | For |
| RAFFLES ASSOCIATES LP | 74,761 | 0 | 0 | 0 | For |
| Two Sigma | 73,616 | 0 | 0 | 0 | For |
Institutional-manager reports, all 108 managers: 14,194,780 for, 97,042 against, 452,417 unknown. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: 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, 2024.
POTBELLY CORP.’s own tally for this item (“2. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2024”): 26,561,912 for, 377,234 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 2 The Company's stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2024.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 7,316,156 for, 67 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,188,234 | 0 | 0 | 0 | For |
| 180 DEGREE CAPITAL CORP. /NY/ | 1,078,603 | 0 | 0 | 0 | For |
| Fidelity | 1,042,728 | 0 | 0 | 0 | For |
| BlackRock | 915,805 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 787,892 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 600,000 | 0 | 0 | 0 | For |
| Dimensional | 436,587 | 0 | 0 | 0 | For |
| TIAA | 250,124 | 0 | 0 | 0 | For |
| SEI | 178,035 | 0 | 0 | 0 | For |
| Calamos | 101,873 | 0 | 0 | 0 | For |
| Charles Schwab | 71,307 | 0 | 0 | 0 | For |
| First Trust | 68,220 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 47,663 | 0 | 0 | 0 | For |
| American Century | 46,175 | 0 | 0 | 0 | For |
| Equitable | 43,237 | 0 | 0 | 0 | For |
| Victory Capital | 36,048 | 0 | 0 | 0 | For |
| Russell Investments | 32,302 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 30,400 | 0 | 0 | 0 | For |
| Federated Hermes | 26,485 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 24,456 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 24,278 | 0 | 0 | 0 | For |
| Lincoln Financial | 23,960 | 0 | 0 | 0 | For |
| Goldman Sachs | 22,870 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 22,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,865 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 30,172,219 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 3.94% |
| 2 | 180 DEGREE CAPITAL CORP. /NY/ | 3.57% |
| 3 | Fidelity | 3.46% |
| 4 | BlackRock | 3.04% |
| 5 | FIRST EAGLE FUNDS | 2.61% |
| 6 | HEARTLAND GROUP INC | 1.99% |
| 7 | Dimensional | 1.45% |
| 8 | TIAA | 0.83% |
| 9 | SEI | 0.59% |
| 10 | Calamos | 0.34% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Nierenberg Investment Management Company, Inc. | 9.38% |
| 2 | Soviero Asset Management, LP | 4.35% |
| 3 | PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC. | 4.16% |
| 4 | Renaissance | 3.30% |
| 5 | Portolan Capital Management, LLC | 3.14% |
| 6 | First Eagle Investment Management, LLC | 2.85% |
| 7 | BlackRock | 2.63% |
| 8 | HEARTLAND ADVISORS INC | 2.22% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.77% |
| 10 | READYSTATE ASSET MANAGEMENT LP | 1.58% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 6.66% | 13F |
| Vanguard Group | 4.81% | 13F |
| Renaissance Technologies | 4.59% | 13F |
| Dimensional Fund Advisors | 1.81% | 13F |
| Geode Capital | 1.77% | 13F |
| State Street | 1.63% | 13F |
| S | 1.60% | 13G |
| JPMorgan Chase | 1.13% | 13F |
| Morgan Stanley | 1.10% | 13F |
| Goldman Sachs | 0.86% | 13F |
Percentages above are of 30,172,219 shares outstanding, as reported by POTBELLY CORP. on its Form 10-Q dated April 27, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from POTBELLY CORP.’s 10-Q dated April 27, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At POTBELLY CORP.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 147 asset managers reported how they voted on 10 ballot items in their SEC Form N-PX filings, covering 1,396 separate fund positions. On the most widely held item on that ballot — A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2023 COMPENSATION OF THE COMPANY'S… — POTBELLY CORP.'s filing reports the proposal as approved, with 99.0% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: POTBELLY CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 15, 2024.
POTBELLY CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025.
Download data (CSV): ballot items · votes by manager · column guide.