UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2012
PANERA BREAD COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-19253 | | 04-2723701 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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3630 South Geyer Road, Suite 100 St. Louis, MO | | 63127 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: 314-984-1000
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| Not Applicable |
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2012 Annual Meeting of Stockholders held on May 17, 2012 (the “2012 Annual Meeting”), the stockholders of Panera Bread Company (the “Company”) elected the two director nominees; approved, in a non-binding advisory vote, the compensation of the Company's named executive officers; and ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 25, 2012.
The Company's stockholders re-elected Domenic Colasacco and Thomas E. Lynch as Class II directors, each to serve until the Company's 2015 Annual Meeting of Stockholders, or until his respective successor has been duly elected and qualified. In addition, the terms of office of the following directors continued after the 2012 Annual Meeting: Fred K. Foulkes, Ronald M. Shaich, Larry J. Franklin and William W. Moreton.
The proposals acted upon at the 2012 Annual Meeting and the voting tabulation for each proposal is as follows:
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Proposal 1: | To elect two directors to the Company's Board of Directors, each to serve for a term ending in 2015, or until his respective successor has been duly elected and qualified. |
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| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
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| Domenic Colasacco | | | |
| Class A | 21,496,082 | 480,005 | 3,493,903 |
| Class B | 3,935,850 | — | — |
| Total | 25,431,932 | 480,005 | 3,493,903 |
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| Thomas E. Lynch | | | |
| Class A | 21,846,463 | 129,624 | 3,493,903 |
| Class B | 3,935,850 | — | — |
| Total | 25,782,313 | 129,624 | 3,493,903 |
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Proposal 2: | To approve, in a non-binding advisory vote, the compensation of the Company's named executive officers. |
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| | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
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| Class A | 21,335,319 | 602,592 | 38,176 | 3,493,903 |
| Class B | 3,935,850 | — | — | — |
| Total | 25,271,169 | 602,592 | 38,176 | 3,493,903 |
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| Proposal 3: | To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 25, 2012. |
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| | Votes For | Votes Against | Votes Abstaining |
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| Class A | 25,257,197 | 158,550 | 54,243 |
| Class B | 3,935,850 | — | — |
| Total | 29,193,047 | 158,550 | 54,243 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | PANERA BREAD COMPANY |
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| Date: | May 22, 2012 | By: | /s/ WILLIAM W. MORETON |
| | | Name: | William W. Moreton |
| | | Title: | President and Co-Chief Executive Officer |
