Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2022, Potbelly Corporation (the "Company") held its 2022 Annual Meeting of Stockholders, at which the Company's stockholders voted on the (i) election of nine director nominees (Proposal 1), (ii) ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 25, 2022 (Proposal 2) and (iii) approval, on an advisory basis, of the compensation of the Company's named executive officers (Proposal 3). The results of the votes are set forth below.

Proposal 1

The Company's stockholders voted in favor of the election of the following director nominees to the Board of Directors of the Company for a term of one year or until his or her successor is duly elected or appointed and qualified.



                    Votes For    Votes Withheld     Broker Non-Votes
Vann Avedisian      19,940,259       157,357           6,026,691
Joseph Boehm        19,747,712       349,904           6,026,691
Adrian Butler       20,048,317       49,299            6,026,691
David Head          19,805,093       292,523           6,026,691
David Near          19,922,407       175,209           6,026,691
David Pearson       19,595,419       502,197           6,026,691
Todd Smith          19,863,148       234,468           6,026,691
Jill Sutton         20,049,697       47,919            6,026,691
Robert D. Wright    19,990,907       106,709           6,026,691

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 25, 2022.



 Votes For     Votes Against    Abstentions     Broker Non-Votes
 26,069,078       49,224           6,005               -

Proposal 3 The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.



 Votes For     Votes Against    Abstentions     Broker Non-Votes
 19,842,577       242,876          12,163          6,026,691

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses