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

On May 20, 2021, Potbelly Corporation (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"), 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 26, 2021 (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 16,171,974 98,321 3,950,167 Joseph Boehm 14,645,713 1,624,582 3,950,167 Adrian Butler 16,221,915 48,380 3,950,167 Marla Gottschalk 14,937,496 1,332,799 3,950,167 David Head

            16,099,341      170,954          3,950,167
David Near            16,222,751       47,544          3,950,167
Benjamin Rosenzweig   16,169,236      101,059          3,950,167
Todd Smith            16,063,352      206,943          3,950,167
Robert D. Wright      16,224,318       45,977          3,950,167


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 26, 2021.





Votes For    Votes Against   Abstentions   Broker Non-Votes
20,056,192      157,651         6,619             -


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
15,994,547      268,218         7,530         3,950,167

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