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EX-3.1 - EXHIBIT 3.1 - PANERA BREAD CO | c17898exv3w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2011
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) |
Registrants telephone number, including area code: 314-984-7100
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 5.03. | Amendment to Articles of Incorporation or Bylaws. |
As described under Item 5.07 of this Current Report on Form 8-K, at the 2011 Annual
Meeting of Stockholders of Panera Bread Company (the Company) held on May 19, 2011, the
stockholders of the Company approved an amendment (the Amendment) to Section 4.1 of the Companys
Amended and Restated Certificate of Incorporation, as amended, to increase the number of shares of
capital stock authorized for issuance from 87,000,000 shares to 124,500,000 shares. The Amendment
is described in the Companys definitive proxy statement filed with the Securities and Exchange
Commission on Schedule 14A in connection with the 2011 Annual Meeting.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by reference. The Company filed the Amendment
with the Secretary of State of the State of Delaware on May 19, 2011 following the 2011 Annual
Meeting.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2011 Annual Meeting, the Companys stockholders elected the two director nominees;
approved, in an advisory vote, the compensation of the Companys executive officers; approved, in
an advisory vote, the recommendation that future advisory votes on executive compensation be held
every year; approved an amendment to the Companys certificate of incorporation to increase the
number of shares of capital stock authorized for issuance from 87,000,000 shares to 124,500,000
shares; and ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 27, 2011.
The Companys stockholders re-elected Ronald M. Shaich and Fred K. Foulkes as Class I
directors, each to serve until the Companys 2014 Annual Meeting of Stockholders, or until his
successor has been duly elected and qualified. In addition, the terms of office of the following
directors continued after the 2011 Annual Meeting: Domenic Colasacco, Charles J. Chapman, III,
Larry J. Franklin, Thomas E. Lynch and William W. Moreton.
The proposals acted upon at the 2011 Annual Meeting and the voting tabulation for each
proposal is as follows:
Proposal 1: | To elect two directors to the Companys Board of Directors, each to serve for a term ending in 2014, or until his respective successor has been duly elected and qualified. |
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Ronald M. Shaich |
||||||||||||
Class A |
23,376,795 | 120,412 | 3,396,314 | |||||||||
Class B |
3,936,168 | -0- | -0- | |||||||||
Total |
27,312,963 | 120,412 | 3,396,314 | |||||||||
Fred K. Foulkes |
||||||||||||
Class A |
23,187,313 | 309,894 | 3,396,314 | |||||||||
Class B |
3,936,168 | -0- | -0- | |||||||||
Total |
27,123,481 | 309,894 | 3,396,314 |
Proposal 2: | To approve, in an advisory vote, the compensation of the Companys named executive officers. |
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||
Class A |
21,760,293 | 1,708,239 | 28,675 | 3,396,314 | ||||||||||||
Class B |
3,936,168 | -0- | -0- | -0- | ||||||||||||
Total |
25,696,461 | 1,708,239 | 28,675 | 3,396,314 |
Proposal 3: | To approve, in an advisory vote, the frequency of future executive compensation advisory votes. |
One Year | Two Years | Three Years | Votes Abstaining | Broker Non-Votes | ||||||||||||||||
Class A |
21,448,181 | 150,711 | 1,862,032 | 36,283 | 3,396,314 | |||||||||||||||
Class B |
3,935,070 | -0- | -0- | 1,098 | -0- | |||||||||||||||
Total |
25,383,251 | 150,711 | 1,862,032 | 37,381 | 3,396,314 |
Proposal 4: | To approve an amendment to the Companys Certificate of Incorporation to increase the number of shares of capital stock authorized for issuance thereunder from 87,000,000 shares to 124,500,000 shares. |
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||
Class A |
23,800,970 | 3,036,326 | 55,700 | 525 | ||||||||||||
Class B |
3,936,168 | -0- | -0- | -0- | ||||||||||||
Total |
27,737,138 | 3,036,326 | 55,700 | 525 |
Proposal 5: | To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 27, 2011. |
Votes For | Votes Against | Votes Abstaining | ||||||||||
Class A |
26,708,847 | 171,027 | 13,647 | |||||||||
Class B |
3,935,070 | -0- | 1,098 | |||||||||
Total |
30,643,917 | 171,027 | 14,745 |
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Panera Bread Company. |
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: May 25, 2011 | By: | /s/ Jeffrey W. Kip | ||
Name: | Jeffrey W. Kip | |||
Title: | Senior Vice President, Chief Financial Officer |
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Exhibit Index
Exhibit No. | Exhibit | |||
3.1 | Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, as amended, of Panera Bread
Company. |