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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2012

Peet's Coffee & Tea, Inc. 

(Exact Name of Registrant as Specified in Its Charter)

1400 Park Avenue

Emeryville, California 94608-3520

(Address of principal executive offices)

Registrant's telephone number, including area code: (510) 594-2100

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

On May 11, 2012, Peet’s Coffee & Tea, Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders, at which the Company’s shareholders, upon the recommendation of the Company’s Board of Directors (the “Board”), voted in favor of amending and restating the Company’s Articles of Incorporation (as amended and restated, the “Articles”). The Articles phase out the classification of the Board and provide instead for the annual election of directors beginning at the 2013 Annual Meeting of Shareholders. Beginning with the Annual Meeting of Shareholders in 2015, the declassification of the Board will be complete and all directors will be subject to annual election to one-year terms. The Articles were filed with the Washington Secretary of State on May 11, 2012.

In connection with approving the Articles and recommending them to the shareholders for approval at the 2012 Annual Meeting of Shareholders, the Board approved amended and restated Bylaws of the Company (as amended and restated, the “Bylaws”), which incorporate conforming changes to Article IV, Section 16 and became effective upon the filing of the Articles with the Washington Secretary of State.

The foregoing summary of the amendments reflected in the Articles and Bylaws does not purport to be complete and is qualified in its entirety by reference to the Articles and Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K.

Peet’s Coffee & Tea, Inc.’s 2012 Annual Meeting of Shareholders was held on May 11, 2012. Four items of business were acted upon by shareholders at the Annual Meeting. The voting results were as follows:

Section 9 – Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Peet's Coffee & Tea, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX