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POTBELLY CORP. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and POTBELLY CORP.’s Form 8-K, filed 2025-05-16 (Item 5.07 on EDGAR). Page generated 04 October 2026.

11Reported items
156Asset managers
1,609Fund votes
2025-05-15Meeting date

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 2025-05-16 (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 2025-05-15
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Vann Avedisian	23,088,516	--	--	490,949	4,145,262	Majority: yes
Elect Director: Joseph Boehm	21,339,991	--	--	2,239,474	4,145,262	Majority: yes
Elect Director: Adrian Butler	23,091,068	--	--	488,397	4,145,262	Majority: yes
Elect Director: David Head	22,634,086	--	--	945,379	4,145,262	Majority: yes
Elect Director: David Near	23,395,495	--	--	183,970	4,145,262	Majority: yes
Elect Director: Dave Pearson	23,090,983	--	--	488,482	4,145,262	Majority: yes
Elect Director: Jill Sutton	22,633,364	--	--	946,101	4,145,262	Majority: yes
Elect Director: Robert D. Wright	23,400,614	--	--	178,851	4,145,262	Majority: yes
Proposal 3 The Company's stockholders approved, on an advisory basis, the 2024 compensation of the Company's named executive officers.	22,875,812	632,513	71,140	--	4,145,262	Majority: yes

Source: POTBELLY CORP., Form 8-K, filed with the SEC on 2025-05-16 — read the filing on EDGAR.

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

Each item below shows how the 156 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of POTBELLY CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. A NON-BINDING, ADVISORY VOTE ON A RESOLUTION APPROVING THE 2024 COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

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

POTBELLY CORP.’s own tally for this item (“Proposal 3 The Company's stockholders approved, on an advisory basis, the 2024 compensation of the Company's named executive officers.”): 22,875,812 for, 632,513 against, per its Form 8-K filed 2025-05-16 (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. Of all 30,172,219 outstanding shares: 76% for, 2% against (78% of the company cast a for/against vote).

The 154 asset managers below cast 96% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 96%

FOR: 96.4%AGAINST: 3.6%NOT VOTED: 0.0%

Largest 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
BlackRock	1,790,154	7,032	For
Vanguard	1,437,880	0	For
Fidelity	1,328,629	0	For
PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC.	1,302,110	0	For
Portolan Capital Management, LLC	1,224,932	0	For
180 DEGREE CAPITAL CORP. /NY/	1,091,206	0	For
First Eagle Investment Management, LLC	995,028	0	For
FIRST EAGLE FUNDS	873,496	0	For
Renaissance	871,915	0	For
HEARTLAND ADVISORS INC	725,000	0	For
American Century	0	711,608	Against
Western Standard LLC	701,323	0	For
HEARTLAND GROUP INC	650,000	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	450,938	0	For
Dimensional	430,485	0	For
Soviero Asset Management, LP	412,000	0	For
Russell Investments	368,632	0	For
SILVERCREST ASSET MANAGEMENT GROUP LLC	362,074	0	For
Nuveen	321,554	0	For
TIAA	321,554	0	For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

2. 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.

COMPENSATION

Combines 2 wordings of this item as funds reported it.

76% fund support · no official result

FOR 76%AGAINST 24%

The 54 asset managers below cast 76% of the shares they voted on this item FOR (6,401,234 for, 2,008,854 against).

FOR: 6,401,234 (76.1%)AGAINST: 2,008,854 (23.9%)

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	For
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	Against
Global X	16,259	0	For

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

3. 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.

AUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 54 asset managers below cast 100% of the shares they voted on this item FOR (8,401,538 for, 0 against).

FOR: 8,401,538 (100.0%)

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.

4. Election of eight director nominees to serve on the Board of Directors: Adrian Butler

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 77% for, 2% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (8,424,421 for, 0 against).

FOR 100%

FOR: 8,424,421 (100.0%)

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.

5. Election of eight director nominees to serve on the Board of Directors: Dave Pearson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 77% for, 2% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (8,424,421 for, 0 against).

FOR 100%

FOR: 8,424,421 (100.0%)

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.

6. Election of eight director nominees to serve on the Board of Directors: David Head

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 75% for, 3% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (8,090,725 for, 0 against).

FOR 96%

FOR: 8,090,725 (96.0%)ABSTAIN: 333,696 (4.0%)

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	Abstain	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	Abstain
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.

7. Election of eight director nominees to serve on the Board of Directors: David Near

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 78% for, 0.7% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (8,424,314 for, 0 against).

FOR 99.9%

FOR: 8,424,314 (100.0%)ABSTAIN: 107 (0.0%)

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.

8. Election of eight director nominees to serve on the Board of Directors: Jill Sutton

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 75% for, 3% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (8,090,725 for, 0 against).

FOR 96%

FOR: 8,090,725 (96.0%)ABSTAIN: 333,696 (4.0%)

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	Abstain	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	Abstain
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.

9. Election of eight director nominees to serve on the Board of Directors: Joseph Boehm

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 71% for, 7% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (7,788,179 for, 0 against).

FOR 92%8%

FOR: 7,788,179 (92.4%)ABSTAIN: 636,242 (7.6%)

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	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	Abstain
Russell Investments	0	115,756	Abstain
SEI	0	87,601	Abstain
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	49,898	7,670	For
TIFF INVESTMENT PROGRAM	0	49,644	Abstain
1290 Funds	48,214	0	For
QUANTITATIVE MASTER SERIES LLC	48,115	0	For
Victory Capital	45,620	0	For
Lincoln Financial	19,256	19,100	For
Goldman Sachs	34,886	0	For
RBB FUND, INC.	26,609	0	For
Pacific Life	21,420	0	For
Global X	0	16,259	Abstain

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

10. Election of eight director nominees to serve on the Board of Directors: Robert D. Wright

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 78% for, 0.6% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (8,390,711 for, 0 against).

FOR 100%

FOR: 8,390,711 (100.0%)

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.

11. Election of eight director nominees to serve on the Board of Directors: Vann Avedisian

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

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

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 2025-05-16 (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. Of all 30,172,219 outstanding shares: 77% for, 2% withheld (78% of the company cast a for/withheld vote).

The 53 asset managers below cast 100% of the shares they voted on this item FOR (8,424,421 for, 0 against).

FOR 100%

FOR: 8,424,421 (100.0%)

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.

Largest POTBELLY CORP. shareholders voting in 2024-2025

Ranked by the number of POTBELLY CORP. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 30,172,219 shares outstanding at the time of that meeting.

Top POTBELLY CORP. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Nierenberg Investment Management Company, Inc.	9.82%
2	BlackRock	5.96%
3	Vanguard	4.77%
4	Fidelity	4.40%
5	PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC.	4.32%
6	Portolan Capital Management, LLC	4.06%
7	180 DEGREE CAPITAL CORP. /NY/	3.62%
8	First Eagle Investment Management, LLC	3.30%
9	FIRST EAGLE FUNDS	2.90%
10	Renaissance	2.89%

Reported POTBELLY CORP. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

POTBELLY CORP. beneficial owners on record 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 2025-04-27 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-04-27. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At POTBELLY CORP.'s shareholder meeting held 2025-05-15, in the 2024-2025 proxy season, 156 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,609 separate fund positions. Their filings are grouped here into 11 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. 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… — FOR was 97% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: POTBELLY CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-05-16.

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