Home › Companies › POTBELLY CORP. › 2024-2025

POTBELLY CORP. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and POTBELLY CORP.’s Form 8-K, filed May 16, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

11Ballot items
154Asset managers
1,605Fund votes
May 15, 2025Meeting date

Results at a glance

Meeting of May 15, 2025: 11 items on POTBELLY CORP.’s Form 8-K, filed May 16, 2025: 3 approved · 8 without a stated outcome.

Material dissent

4. The amendment to the Potbelly Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares of common… 77% of votes cast Approved Under 80%

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

Official 2024-2025 meeting results reported by POTBELLY CORP.

These tallies are POTBELLY CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 16, 2025 (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.

POTBELLY CORP. — official shareholder meeting results, meeting held May 15, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Vann Avedisian	23,088,516	--	--	490,949	4,145,262	98%	Not verified	—
Elect Director: Joseph Boehm	21,339,991	--	--	2,239,474	4,145,262	91%	Not verified	—
Elect Director: Adrian Butler	23,091,068	--	--	488,397	4,145,262	98%	Not verified	—
Elect Director: David Head	22,634,086	--	--	945,379	4,145,262	96%	Not verified	—
Elect Director: David Near	23,395,495	--	--	183,970	4,145,262	99.2%	Not verified	—
Elect Director: Dave Pearson	23,090,983	--	--	488,482	4,145,262	98%	Not verified	—
Elect Director: Jill Sutton	22,633,364	--	--	946,101	4,145,262	96%	Not verified	—
Elect Director: Robert D. Wright	23,400,614	--	--	178,851	4,145,262	99.2%	Not verified	—
2. The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2025	27,676,774	29,205	18,748	--	--	99.8%	Approved	—
3. The 2024 compensation of the Company's named executive officers	22,875,812	632,513	71,140	--	4,145,262	97%	Approved	—
4. The amendment to the Potbelly Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder	18,217,972	5,295,682	65,811	--	4,145,262	77%	Approved	—

Source: POTBELLY CORP., Form 8-K, filed with the SEC on May 16, 2025 — read the filing on EDGAR.

How asset managers voted at the POTBELLY CORP. 2024-2025 meeting

Each item below shows how the 154 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.

1. Elect Director: Adrian Butler

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 23,091,068WITHHELD: 488,397

Details: description as filed, official tally, votes by 53 asset managers

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”): 23,091,068 for, 488,397 withheld, per its Form 8-K filed May 16, 2025 (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 53 asset managers below reported 8,424,421 for.

FOR

FOR: 8,424,421

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: Adrian Butler” at POTBELLY CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,384,561	For
Fidelity	1,320,101	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	For
BlackRock	1,037,084	For
FIRST EAGLE FUNDS	873,496	For
HEARTLAND GROUP INC	650,000	For
Dimensional	384,966	For
American Century	345,489	For
TIAA	321,554	For
Russell Investments	115,756	For
SEI	87,601	For
ANCORA TRUST	86,567	For
Charles Schwab	79,145	For
NORTHERN LIGHTS FUND TRUST II	65,160	For
BRIDGEWAY FUNDS INC	60,000	For
Equitable	57,568	For
TIFF INVESTMENT PROGRAM	49,644	For
1290 Funds	48,214	For
QUANTITATIVE MASTER SERIES LLC	48,115	For
Victory Capital	45,620	For
Lincoln Financial	38,356	For
Goldman Sachs	34,886	For
RBB FUND, INC.	26,609	For
Pacific Life	21,420	For
Global X	16,259	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

2. Elect Director: Dave Pearson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 23,090,983WITHHELD: 488,482

Details: description as filed, official tally, votes by 53 asset managers

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”): 23,090,983 for, 488,482 withheld, per its Form 8-K filed May 16, 2025 (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.

The 53 asset managers below reported 8,424,421 for.

FOR

FOR: 8,424,421

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: Dave Pearson” at POTBELLY CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,384,561	For
Fidelity	1,320,101	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	For
BlackRock	1,037,084	For
FIRST EAGLE FUNDS	873,496	For
HEARTLAND GROUP INC	650,000	For
Dimensional	384,966	For
American Century	345,489	For
TIAA	321,554	For
Russell Investments	115,756	For
SEI	87,601	For
ANCORA TRUST	86,567	For
Charles Schwab	79,145	For
NORTHERN LIGHTS FUND TRUST II	65,160	For
BRIDGEWAY FUNDS INC	60,000	For
Equitable	57,568	For
TIFF INVESTMENT PROGRAM	49,644	For
1290 Funds	48,214	For
QUANTITATIVE MASTER SERIES LLC	48,115	For
Victory Capital	45,620	For
Lincoln Financial	38,356	For
Goldman Sachs	34,886	For
RBB FUND, INC.	26,609	For
Pacific Life	21,420	For
Global X	16,259	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

3. Elect Director: David Head

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 22,634,086WITHHELD: 945,379

Details: description as filed, official tally, votes by 53 asset managers

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”): 22,634,086 for, 945,379 withheld, per its Form 8-K filed May 16, 2025 (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: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 53 asset managers below reported 8,090,725 for, 323,816 withheld, 9,880 abstained.

FOR

FOR: 8,090,725ABSTAIN: 9,880WITHHOLD: 323,816

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: David Head” at POTBELLY CORP., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	1,384,561	0	For
Fidelity	1,320,101	0	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	0	For
BlackRock	1,037,084	0	For
FIRST EAGLE FUNDS	873,496	0	For
HEARTLAND GROUP INC	650,000	0	For
Dimensional	384,966	0	For
American Century	345,489	0	For
TIAA	0	321,554	Withhold
Russell Investments	115,756	0	For
SEI	87,601	0	For
ANCORA TRUST	86,567	0	For
Charles Schwab	79,145	0	For
NORTHERN LIGHTS FUND TRUST II	65,160	0	For
BRIDGEWAY FUNDS INC	60,000	0	For
Equitable	57,568	0	For
TIFF INVESTMENT PROGRAM	49,644	0	For
1290 Funds	48,214	0	For
QUANTITATIVE MASTER SERIES LLC	48,115	0	For
Victory Capital	45,620	0	For
Lincoln Financial	38,356	0	For
Goldman Sachs	34,886	0	For
RBB FUND, INC.	26,609	0	For
Pacific Life	21,420	0	For
Global X	16,259	0	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

4. Elect Director: David Near

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 23,395,495WITHHELD: 183,970

Details: description as filed, official tally, votes by 53 asset managers

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”): 23,395,495 for, 183,970 withheld, per its Form 8-K filed May 16, 2025 (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: 99.2% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 53 asset managers below reported 8,424,314 for, 107 withheld.

FOR

FOR: 8,424,314WITHHOLD: 107

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: David Near” at POTBELLY CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,384,561	For
Fidelity	1,320,101	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	For
BlackRock	1,037,084	For
FIRST EAGLE FUNDS	873,496	For
HEARTLAND GROUP INC	650,000	For
Dimensional	384,966	For
American Century	345,489	For
TIAA	321,554	For
Russell Investments	115,756	For
SEI	87,601	For
ANCORA TRUST	86,567	For
Charles Schwab	79,145	For
NORTHERN LIGHTS FUND TRUST II	65,160	For
BRIDGEWAY FUNDS INC	60,000	For
Equitable	57,568	For
TIFF INVESTMENT PROGRAM	49,644	For
1290 Funds	48,214	For
QUANTITATIVE MASTER SERIES LLC	48,115	For
Victory Capital	45,620	For
Lincoln Financial	38,356	For
Goldman Sachs	34,886	For
RBB FUND, INC.	26,609	For
Pacific Life	21,420	For
Global X	16,259	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

5. Elect Director: Jill Sutton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 22,633,364WITHHELD: 946,101

Details: description as filed, official tally, votes by 53 asset managers

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”): 22,633,364 for, 946,101 withheld, per its Form 8-K filed May 16, 2025 (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.

The 53 asset managers below reported 8,090,725 for, 323,816 withheld, 9,880 abstained.

FOR

FOR: 8,090,725ABSTAIN: 9,880WITHHOLD: 323,816

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: Jill Sutton” at POTBELLY CORP., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	1,384,561	0	For
Fidelity	1,320,101	0	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	0	For
BlackRock	1,037,084	0	For
FIRST EAGLE FUNDS	873,496	0	For
HEARTLAND GROUP INC	650,000	0	For
Dimensional	384,966	0	For
American Century	345,489	0	For
TIAA	0	321,554	Withhold
Russell Investments	115,756	0	For
SEI	87,601	0	For
ANCORA TRUST	86,567	0	For
Charles Schwab	79,145	0	For
NORTHERN LIGHTS FUND TRUST II	65,160	0	For
BRIDGEWAY FUNDS INC	60,000	0	For
Equitable	57,568	0	For
TIFF INVESTMENT PROGRAM	49,644	0	For
1290 Funds	48,214	0	For
QUANTITATIVE MASTER SERIES LLC	48,115	0	For
Victory Capital	45,620	0	For
Lincoln Financial	38,356	0	For
Goldman Sachs	34,886	0	For
RBB FUND, INC.	26,609	0	For
Pacific Life	21,420	0	For
Global X	16,259	0	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

6. Elect Director: Joseph Boehm

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 21,339,991WITHHELD: 2,239,474

Details: description as filed, official tally, votes by 53 asset managers

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”): 21,339,991 for, 2,239,474 withheld, per its Form 8-K filed May 16, 2025 (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: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 53 asset managers below reported 7,788,179 for, 576,718 withheld, 59,524 abstained.

FOR

FOR: 7,788,179ABSTAIN: 59,524WITHHOLD: 576,718

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: Joseph Boehm” at POTBELLY CORP., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	1,384,561	0	0	For
Fidelity	1,320,101	0	0	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	0	0	For
BlackRock	1,037,084	0	0	For
FIRST EAGLE FUNDS	873,496	0	0	For
HEARTLAND GROUP INC	650,000	0	0	For
Dimensional	384,966	0	0	For
American Century	345,489	0	0	For
TIAA	0	0	321,554	Withhold
Russell Investments	0	0	115,756	Withhold
SEI	0	0	87,601	Withhold
ANCORA TRUST	86,567	0	0	For
Charles Schwab	79,145	0	0	For
NORTHERN LIGHTS FUND TRUST II	65,160	0	0	For
BRIDGEWAY FUNDS INC	60,000	0	0	For
Equitable	49,898	0	7,670	Mixed
TIFF INVESTMENT PROGRAM	0	49,644	0	Abstain
1290 Funds	48,214	0	0	For
QUANTITATIVE MASTER SERIES LLC	48,115	0	0	For
Victory Capital	45,620	0	0	For
Lincoln Financial	19,256	0	19,100	Mixed
Goldman Sachs	34,886	0	0	For
RBB FUND, INC.	26,609	0	0	For
Pacific Life	21,420	0	0	For
Global X	0	0	16,259	Withhold

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

7. Elect Director: Robert D. Wright

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 23,400,614WITHHELD: 178,851

Details: description as filed, official tally, votes by 53 asset managers

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”): 23,400,614 for, 178,851 withheld, per its Form 8-K filed May 16, 2025 (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.

The 53 asset managers below reported 8,390,711 for.

FOR

FOR: 8,390,711

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: Robert D. Wright” at POTBELLY CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,384,561	For
Fidelity	1,320,101	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	For
BlackRock	1,037,084	For
FIRST EAGLE FUNDS	873,496	For
HEARTLAND GROUP INC	650,000	For
Dimensional	384,966	For
American Century	345,489	For
TIAA	321,554	For
Russell Investments	115,756	For
SEI	87,601	For
ANCORA TRUST	86,567	For
Charles Schwab	79,145	For
BRIDGEWAY FUNDS INC	60,000	For
Equitable	57,568	For
TIFF INVESTMENT PROGRAM	49,644	For
1290 Funds	48,214	For
QUANTITATIVE MASTER SERIES LLC	48,115	For
Victory Capital	45,620	For
Lincoln Financial	38,356	For
Goldman Sachs	34,886	For
NORTHERN LIGHTS FUND TRUST II	31,450	For
RBB FUND, INC.	26,609	For
Pacific Life	21,420	For
Global X	16,259	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

8. Elect Director: Vann Avedisian

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 23,088,516WITHHELD: 490,949

Details: description as filed, official tally, votes by 53 asset managers

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”): 23,088,516 for, 490,949 withheld, per its Form 8-K filed May 16, 2025 (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.

The 53 asset managers below reported 8,424,421 for.

FOR

FOR: 8,424,421

Largest asset managers voting on “Election of eight director nominees to serve on the Board of Directors: Vann Avedisian” at POTBELLY CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,384,561	For
Fidelity	1,320,101	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	For
BlackRock	1,037,084	For
FIRST EAGLE FUNDS	873,496	For
HEARTLAND GROUP INC	650,000	For
Dimensional	384,966	For
American Century	345,489	For
TIAA	321,554	For
Russell Investments	115,756	For
SEI	87,601	For
ANCORA TRUST	86,567	For
Charles Schwab	79,145	For
NORTHERN LIGHTS FUND TRUST II	65,160	For
BRIDGEWAY FUNDS INC	60,000	For
Equitable	57,568	For
TIFF INVESTMENT PROGRAM	49,644	For
1290 Funds	48,214	For
QUANTITATIVE MASTER SERIES LLC	48,115	For
Victory Capital	45,620	For
Lincoln Financial	38,356	For
Goldman Sachs	34,886	For
RBB FUND, INC.	26,609	For
Pacific Life	21,420	For
Global X	16,259	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

9. 4. The amendment to the Potbelly Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number…

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

77% Approved · of votes cast

FOR 77%AGAINST

FOR: 18,217,972AGAINST: 5,295,682

Details: description as filed, official tally, votes by 55 asset managers

Description as filed by funds: APPROVAL OF THE AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER.

POTBELLY CORP.’s own tally for this item (“4. The amendment to the Potbelly Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder”): 18,217,972 for, 5,295,682 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 The Company's stockholders approved the amendment to the Potbelly Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder.”
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 55 asset managers below reported 6,401,934 for, 2,008,854 against.

FORAGAINST

FOR: 6,401,934AGAINST: 2,008,854

Largest asset managers voting on “APPROVAL OF THE AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN TO INCREASE THE ” at POTBELLY CORP., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,384,561	0	For
Fidelity	1,320,101	0	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	0	For
BlackRock	1,037,084	0	For
FIRST EAGLE FUNDS	0	873,496	Against
HEARTLAND GROUP INC	650,000	0	For
Dimensional	0	384,966	Against
American Century	0	345,489	Against
TIAA	321,554	0	For
Russell Investments	115,756	0	For
SEI	87,601	0	For
ANCORA TRUST	0	86,567	Against
Charles Schwab	79,145	0	For
BRIDGEWAY FUNDS INC	0	60,000	Against
Equitable	49,898	7,670	Mixed
TIFF INVESTMENT PROGRAM	49,644	0	For
1290 Funds	0	48,214	Against
QUANTITATIVE MASTER SERIES LLC	48,115	0	For
Victory Capital	0	45,620	Against
NORTHERN LIGHTS FUND TRUST II	40,000	0	For
Lincoln Financial	0	38,356	Against
Goldman Sachs	34,886	0	For
RBB FUND, INC.	0	26,609	Against
Pacific Life	9,254	12,166	Mixed
Global X	16,259	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

10. 3. The 2024 compensation of the Company's named executive officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 22,875,812AGAINST: 632,513

Details: description as filed, official tally, votes by 154 asset managers

Description as filed by funds: A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2024 COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

POTBELLY CORP.’s own tally for this item (“3. The 2024 compensation of the Company's named executive officers”): 22,875,812 for, 632,513 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 The Company's stockholders approved, on an advisory basis, the 2024 compensation of the Company's named executive officers.”
Support: 97% 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).

Fund voting reports: 54 asset managers voting on “A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2024 COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE ” at POTBELLY CORP., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,384,561	0	For
Fidelity	1,320,101	0	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	0	For
BlackRock	1,037,084	0	For
FIRST EAGLE FUNDS	873,496	0	For
HEARTLAND GROUP INC	650,000	0	For
Dimensional	384,966	0	For
American Century	0	345,489	Against
TIAA	321,554	0	For
Russell Investments	115,756	0	For
SEI	87,601	0	For
ANCORA TRUST	86,567	0	For
Charles Schwab	79,145	0	For
BRIDGEWAY FUNDS INC	0	60,000	Against
Equitable	57,568	0	For
TIFF INVESTMENT PROGRAM	49,644	0	For
1290 Funds	48,214	0	For
QUANTITATIVE MASTER SERIES LLC	48,115	0	For
Victory Capital	45,620	0	For
Lincoln Financial	38,356	0	For
Goldman Sachs	34,886	0	For
NORTHERN LIGHTS FUND TRUST II	31,450	0	For
RBB FUND, INC.	26,609	0	For
Pacific Life	9,254	12,166	Mixed
Global X	16,259	0	For

Fund voting reports, all 54 managers: 7,979,403 for, 422,135 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 116 asset managers voting on “A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2024 COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE ” at POTBELLY CORP., 2024-2025
Asset manager	For	Against	Vote
Nierenberg Investment Management Company, Inc.	2,961,458	0	For
PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC.	1,302,110	0	For
Portolan Capital Management, LLC	1,224,932	0	For
First Eagle Investment Management, LLC	995,028	0	For
Renaissance	871,915	0	For
BlackRock	753,070	7,032	For
HEARTLAND ADVISORS INC	725,000	0	For
Western Standard LLC	701,323	0	For
GEODE CAPITAL MANAGEMENT, LLC	622,392	0	For
NEXT CENTURY GROWTH INVESTORS LLC	602,352	0	For
Ancora Advisors LLC	518,511	0	For
Archon Capital Management LLC	501,035	0	For
State Street	449,942	0	For
Soviero Asset Management, LP	412,000	0	For
American Century	0	366,119	Against
SILVERCREST ASSET MANAGEMENT GROUP LLC	362,074	0	For
Nuveen	321,554	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	268,159	0	For
Russell Investments	252,876	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	215,724	0	For
Northern Trust	194,598	0	For
ESSEX INVESTMENT MANAGEMENT CO LLC	105,317	0	For
MARSHALL WACE, LLP	89,395	0	For
SEI	87,601	0	For
MELLON INVESTMENTS Corp	80,528	0	For

Institutional-manager reports, all 116 managers: 15,417,122 for, 446,473 against, 215 not voted. Showing the 25 largest; see all in the interactive database.

11. 2. The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%

FOR: 27,676,774AGAINST: 29,205

Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF KPMG LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2025.

POTBELLY CORP.’s own tally for this item (“2. The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2025”): 27,676,774 for, 29,205 against — passed, per its Form 8-K filed May 16, 2025 (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 KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2025.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 8,401,538 for.

FOR

FOR: 8,401,538

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF KPMG LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING” at POTBELLY CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,384,561	For
Fidelity	1,320,101	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	For
BlackRock	1,037,084	For
FIRST EAGLE FUNDS	873,496	For
HEARTLAND GROUP INC	650,000	For
Dimensional	384,966	For
American Century	345,489	For
TIAA	321,554	For
Russell Investments	115,756	For
SEI	87,601	For
ANCORA TRUST	86,567	For
Charles Schwab	79,145	For
BRIDGEWAY FUNDS INC	60,000	For
Equitable	57,568	For
TIFF INVESTMENT PROGRAM	49,644	For
1290 Funds	48,214	For
QUANTITATIVE MASTER SERIES LLC	48,115	For
Victory Capital	45,620	For
Lincoln Financial	38,356	For
Goldman Sachs	34,886	For
NORTHERN LIGHTS FUND TRUST II	31,450	For
RBB FUND, INC.	26,609	For
Pacific Life	21,420	For
Global X	16,259	For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Largest POTBELLY CORP. shareholders voting in 2024-2025

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.

Fund voting reports: top POTBELLY CORP. shareholders by shares voted on “A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2024 COMPENSATION OF THE COMPANY'S…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	4.59%
2	Fidelity	4.38%
3	180 DEGREE CAPITAL CORP. /NY/	3.62%
4	BlackRock	3.44%
5	FIRST EAGLE FUNDS	2.90%
6	HEARTLAND GROUP INC	2.15%
7	Dimensional	1.28%
8	American Century	1.15%
9	TIAA	1.07%
10	Russell Investments	0.38%

Institutional-manager reports: top POTBELLY CORP. shareholders by shares voted on “A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2024 COMPENSATION OF THE COMPANY'S…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Nierenberg Investment Management Company, Inc.	9.82%
2	PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC.	4.32%
3	Portolan Capital Management, LLC	4.06%
4	First Eagle Investment Management, LLC	3.30%
5	Renaissance	2.89%
6	BlackRock	2.52%
7	HEARTLAND ADVISORS INC	2.40%
8	Western Standard LLC	2.32%
9	GEODE CAPITAL MANAGEMENT, LLC	2.06%
10	NEXT CENTURY GROWTH INVESTORS LLC	2.00%

Reported POTBELLY CORP. holdings and ownership

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.

POTBELLY CORP. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Nierenberg Investment Management Company, Inc.	9.88%	13D
BlackRock	6.58%	13F
Vanguard Group	4.71%	13F
Renaissance Technologies	3.73%	13F
Geode Capital	2.07%	13F
State Street	1.73%	13F
Dimensional Fund Advisors	1.67%	13F
Citadel Advisors	1.44%	13F
Nuveen	1.26%	13F
Northern Trust	0.72%	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 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

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 18, 2026; a live search always shows the current data.

At POTBELLY CORP.'s shareholder meeting held May 15, 2025, in the 2024-2025 proxy season, 154 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 1,605 separate fund positions. On the most widely held item on that ballot — A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2024 COMPENSATION OF THE COMPANY'S… — POTBELLY CORP.'s filing reports the proposal as approved, with 97% 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 16, 2025.

POTBELLY CORP. proxy season coverage: 2023-2024 · 2024-2025 (this page).

Download data (CSV): ballot items · votes by manager · column guide.