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): June 5, 2014

PANERA BREAD COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
000-19253
 
04-2723701
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
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
 
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))

 






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

At the 2014 Annual Meeting of Stockholders, held on June 5, 2014 (the “2014 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; approved an amendment to the Company’s 1992 Employee Stock Purchase Plan to increase the number of shares of Class A Common Stock authorized for issuance pursuant to such plan from 950,000 shares to 1,050,000 shares, and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2014.

The Company’s stockholders re-elected Ronald M. Shaich and Dr. Fred K. Foulkes as Class I directors, each to serve until the Company’s 2017 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified. The terms of office of the following directors continued after the 2014 Annual Meeting: Domenic Colasacco, Thomas Lynch, Larry J. Franklin, Diane Hessan and William W. Moreton.
 
The proposals acted upon at the 2014 Annual Meeting and the voting tabulation for each proposal is as follows:


Proposal 1:
To elect two directors to the Company’s Board of Directors (the “Board”), each to serve for a term ending in 2017, or until his successor has been duly elected and qualified.

Nominee
Votes For
Votes Withheld
Broker Non-Votes
 
 
 
 
Fred K. Foulkes
 
 
 
Class A
20,695,980
673,132
3,220,654
Class B
3,935,850
Total
24,631,830
673,132
3,220,654
 
 
 
 
Ronald M. Shaich
 
 
 
Class A
20,538,018
831,094
3,220,654
Class B
3,935,850
Total
24,473,868
831,094
3,220,654

Proposal 2:
To approve, in a non-binding advisory vote, the compensation of the Company's named executive officers.

 
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
 
 
 
 
 
Class A
20,670,680
638,304
60,128
3,220,654
Class B
3,935,850
Total
24,606,530
638,304
60,128
3,220,654

Proposal 3:
To approve an amendment to the 1992 Employee Stock Purchase Plan to increase the number of shares of Class A Common Stock authorized for issuance pursuant to such plan from 950,000 shares to 1,050,000 shares.


Votes For
Votes Against
Votes Abstaining
Broker Non-Votes





Class A
21,072,811
276,966
19,335
3,220,654
Class B
3,935,850
Total
25,008,661
276,966
19,335
3,220,654






Proposal 4:
To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2014.

 
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
 
 
 
 
 
Class A
23,981,563
582,466
25,737
Class B
3,935,850
Total
27,917,413
582,466
25,737

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.

                            
 
 
PANERA BREAD COMPANY
 
 
 
 
Date:
June 11, 2014
By:
/s/ Scott G. Blair
 
 
Name:
Scott G. Blair
 
 
Title:
Senior Vice President, Chief Legal Officer and Secretary